Common use of Global Notes Clause in Contracts

Global Notes. (a) The Global Note shall initially be registered in the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note shall initially be registered exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the name case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Depositary Programme Agreement or its nominee to another appropriate depositary in accordance with any other agreement between the Issuer and be delivered to the Note Custodian. So long as a Global Note is registered relevant Dealer(s) and, in the name of the Depositary or its nominee, members of, or participants ineach case, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a HolderAgency Agreement. (b) The Holder Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note may grant proxies so executed and otherwise authorize any Person, including Agent Members authenticated shall be a binding and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or valid obligation of the NotesIssuer and title thereto shall pass by delivery. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Each Permanent Global Note shall be surrendered by printed or typed in the Holder thereof to form or substantially in the Trustee who shall cause an adjustment to form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a principal amount person duly authorised by the Issuer on behalf of $1.00 the Issuer, shall be authenticated by or an integral multiple thereofon behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (a) The the “Regulation S Global Note Note”), which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depositary Depository or its nominee nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be delivered increased or decreased by adjustments made by the Registrar on Schedule A to the Note Custodian. So long as a Regulation S Global Note is and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depositary Depository or its nominee, members ofas the case may be, for credit to an account of DTC or participants inParticipants, duly executed by the Depositary Issuer and authenticated by the Trustee ("Agent Members"or its agent in accordance with Section 2.02) shall have no rights under this Indenture with respect as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note held and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on their behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Depositary or Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as its custodianhereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to the Depositary Issuer or any Subsidiary of the Issuer shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect transferred to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of interests in a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount upon transfer of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in someone other than the Issuer or a principal amount of $1.00 or an integral multiple thereofSubsidiary permitted hereby.

Global Notes. (i) Initial Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the Private Placement Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto, each, a "Rule 144A Global Note"). Initial Notes offered and sold outside the United States of America in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes, substantially in the form set forth in Exhibit A (including the Global Note Legend and the Private Placement Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto, each, a "Regulation S Global Note"). (ii) Upon consummation of the Registered Exchange Offer, the Series B Notes may be issued in the form of one or more Global Notes with the Global Note Legend but not the Private Placement Legend. All or part of any Rule 144A Global Note or Regulation S Global Note exchanged in the Registered Exchange Offer will be exchanged for one or more Global Notes with the Global Note Legend but not the Private Placement Legend. Each Global Note shall represent such of the aggregate principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.04. (iii) Each Global Note (a) The Global Note shall initially be registered registered, in the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as a designated for such Global Note is registered pursuant to Section 2.04, or in the name of a nominee of such Depositary, (b) shall be deposited with the Depositary or its nomineeTrustee, members ofas Custodian for the Depositary, or participants in, the Depositary and (c) shall bear a legend substantially as follows ("Agent MembersGlobal Note Legend"): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodianTO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, and the Depositary may be treated by the CompanyEXCHANGE OR PAYMENT, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposesAND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Notwithstanding the foregoingOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., nothing herein shall (i) prevent the CompanyOR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), the Trustee or any agent of the Company or the Trustee from giving effect to any written certificationANY TRANSFER, proxy or other authorization furnished by the Depositary or (ii) impairPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, as between the Depositary and its Agent MembersCEDE & CO., the operation of customary practices governing the exercise of the rights of a HolderHAS AN INTEREST HEREIN. (biv) The Holder of Each Depositary designated pursuant to Section 2.04 for a Global Note may grant proxies must, at the time of its designation and otherwise authorize at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any Personother applicable statute or regulation, including Agent Members and Persons provided that may hold interests the Depositary is required to be so registered in such Global Note through Agent Members, order to take any action which a Holder is entitled to take under this Indenture or the Notesact as depositary. (cv) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Any Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall may be surrendered represented by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the more than one certificate. The aggregate principal amount of such each Global Note will may from time to time be equal to increased or decreased by adjustments made on the portion records of such Global Note not redeemedthe Registrar, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, as provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofthis Indenture.

Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (a) The including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall initially provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The Company shall execute and the Trustee shall, in accordance with Section 2.02 hereof, authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or its the nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nominee, members of, or participants in, and (ii) shall be delivered by the Trustee to the Depositary ("Agent Members") or pursuant to the Depositary’s instructions or held by the Trustee as Custodian. Participants shall have no rights either under this Indenture with respect to the any Global Note held on their behalf by the Depositary or by the Trustee as its custodianCustodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any Agent or other agent of the Company or the Trustee from giving effect to any written certificationcertificate, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder. (b) The Holder an owner of a beneficial interest in any Global Note may grant proxies and otherwise authorize Note. The Trustee shall have no responsibility or obligation to any PersonHolder, any member or Participant of DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any Participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take without limitation any action which a Holder is entitled to take under this Indenture notice of redemption) or the Notes. payment of any amount or delivery of any Notes (cor other security or property) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant under which or with respect to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note Notes. The Trustee may rely (and shall be surrendered fully protected in relying) upon information furnished by the Holder thereof DTC with respect to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemedits members, repurchased, converted or exchanged Participants and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofIndirect Participants.

Global Notes. (a) The With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note shall initially be registered in (being the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary Depository, or its nominee, members of, or participants in, the Depositary ("Agent Members"for such Global Note) shall have no rights under this Indenture with respect to and particulars of the Global Note held on their behalf by the Depositary or the Trustee as its custodianit, and the Depositary may be treated by the Companyof all transfers thereof. If any Notes are at any time not Global Notes, the Trustee provisions of Section 5.1 shall govern with respect to registrations and any agent of the Company or the Trustee as the absolute owner transfers of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a HolderNotes. (b) The Holder Notwithstanding any other provision of this Indenture, a Global Note may grant proxies and not be transferred by the Holder thereof and, accordingly, subject to Section 5.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise authorize specified in any PersonSupplemental Indenture, including Agent Members and Persons a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes may be issued to Beneficial Holders at any time after: (A) the Issuer has determined that may hold interests CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction; (B) the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Note through Agent MembersNotes and has communicated such determination or requirement to the Trustee in writing, to take any action which a Holder is entitled to take under this Indenture or the book-entry system ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee. (c) Whenever, as a result of an optional redemption of Notes by Upon the Company, a conversion termination of the Notes pursuant to book-entry only registration system on the provision occurrence of Article XI one of the conditions specified in Section 5.2(b)(i) or an exchange for Certificated Notes pursuant to upon the provisions transfer of Section 2.6(a) hereof, a Global Note is redeemedto a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), repurchasedthe Trustee shall notify all Beneficial Holders, converted or exchanged in partthrough the Depository, of the availability of Definitive Notes for such Global Note shall be surrendered series. Upon surrender by the Holder thereof Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Trustee who shall cause an adjustment to be made to Schedule A Beneficial Holders thereof so that in accordance with the principal amount new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 5.1 and the remaining provisions of this Article 5. (d) It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be equal effected only (a) with respect to the portion interests of such participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in may do so only through a principal amount of $1.00 or an integral multiple thereofParticipant.

Global Notes. Any Notes subsequently issued in global form, without interest coupons, shall be substantially in the form of Exhibits A2-A4 attached hereto (aincluding the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). (i) The Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, the Notes resold or otherwise transferred to QIBs in reliance on Rule 144A shall be issued in the form of one or more 144A Global Notes, which shall be deposited with, or on behalf of, the Depository or will remain in the custody of the Trustee, as custodian, pursuant to an agreement between the Depository and the Trustee. (ii) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, the Notes resold or otherwise transferred in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Notes, which shall be deposited with, or on behalf of, the Trustee as custodian for the Depository. (iii) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, Notes resold or otherwise transferred to Institutional Accredited Investors, may be exchanged for a separate note in registered form, without interest coupons (the "IAI Global Note"), which will be deposited with, or on behalf of, a custodian for the Depository, as described in (i) and (ii) above. (iv) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, Unrestricted Global Notes shall be issued in accordance with Sections 2.06(b)(vi), 2.06(d)(ii) and 2.06(d)(iii) and shall be deposited, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. (v) Notes issued in definitive form shall be substantially in the form of Exhibit A-1 and A-4 attached hereto (without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall initially be registered in the name represent such of the Depositary outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or its nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary appropriate, to reflect exchanges and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder redemptions. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the aggregate principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note outstanding Notes represented thereby shall be made by the Trustee or the custodian, at the direction of the Trustee, in a principal amount of $1.00 or an integral multiple thereofaccordance with instructions given by the holder thereof as required by Section 2.06 hereof.

Global Notes. (i) If the Obligor shall establish pursuant to Section 2.01(1) above that the Notes of a series or a portion thereof are to be issued in the form of one or more Global Notes, then the Obligor shall execute and upon receipt of an Authentication Order, the Trustee shall authenticate and make available for delivery one or more Global Notes that (a) The Global Note shall initially represent and shall be registered denominated in an amount equal to the aggregate principal amount of all of the Notes of such series issued in such form and not yet cancelled, (b) shall be registered, in the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as a designated for such Global Note is registered pursuant to Section 2.04, or in the name of the Depositary or its nomineea nominee of such Depositary, members of, or participants in, the Depositary ("Agent Members"c) shall have no rights under this Indenture be deposited with respect to the Trustee, as Custodian for the Depositary, and (d) shall bear a legend substantially as follows (“Global Note held on their behalf by the Depositary or the Trustee as its custodianLegend”): THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, and the Depositary may be treated by the CompanyA NEW YORK CORPORATION (“DTC”), the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposesNEW YORK, NEW YORK, TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Notwithstanding the foregoingOR IN 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), nothing herein shall (i) prevent the CompanyANY TRANSFER, the Trustee or any agent of the Company or the Trustee from giving effect to any written certificationPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, proxy or other authorization furnished by the Depositary or CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, 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. (ii) impairEach Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the time of its designation and at all times while it serves as between Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation, provided that the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderis required to be so registered in order to act as depositary. (biii) The Holder of a Any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes be represented by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the more than one certificate. The aggregate principal amount of such each Global Note will may from time to time be equal to increased or decreased by adjustments made on the portion records of such Global Note not redeemedthe Registrar, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, as provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofthis Indenture.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (ai) The Each Global Note authenticated under this Indenture shall initially be registered in the name of the Depositary Depository designated for such Global Note or its a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereof. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be delivered continuing an Event of Default with respect to the Global Notes. Any Global Note Custodianexchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. So long as Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered. (iii) Subject to clause (ii) above, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct. (iv) Every Senior Secured Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of Depository for such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holdernominee thereof. (bv) The Holder Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note may grant proxies of the kind described in Section 2.01 and otherwise authorize any Personin subclauses (B), including Agent Members (C), (D) and Persons that may hold interests (E) of this clause (v) below shall be made only in such Global Note through Agent Membersaccordance with this clause (v), to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result and all transfers of an optional redemption of Notes by the Company, interest in a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Temporary Regulation S Global Note shall be surrendered by comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount form of such beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Regulation S Unrestricted Global Note shall be in only apply if there is a principal amount of $1.00 Restricted Global Note, Temporary Regulation S Global Note or an integral multiple thereofRegulation S Unrestricted Global Note, as the case may be.

Global Notes. Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a) a “Global Note”), and if issued as one or more Global Notes, the Depositary shall be The Global Note shall initially be Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. On the date on which the Notes registered in the name of the Depositary Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or its nominee and be delivered to the Note Custodian. So long as a more Global Note is Notes, registered in the name of the Depositary or its nominee, members ofeach having a zero principal balance. Upon the creation of Treasury Units, or participants inthe recreation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases and Decreases in Note on the Global Notes held by the Depositary. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation or ("Agent Members"y) upon recreation of Corporate Units; provided that the Notes in certificated form so issued in exchange for the Global Notes shall have no rights under this Indenture with respect to be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the Global Note held to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on their behalf by the Notes shall be made, only to the Depositary or a nominee of the Trustee as its custodianDepositary, and the or to a successor Depositary may be treated selected or approved by the Company, the Trustee and any agent of the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the Trustee fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein Depositary shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderdirect. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) The Global Note Notes shall initially be registered issued in global form. The Bank of New York Mellon, London Branch, shall be the name initial Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Depositary Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the global Security may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so, (ii) the Company, in its nominee sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be delivered to the Note Custodian. So long as a Global Note is registered in the name continuing an Event of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture Default with respect to the Global Note held on their behalf by Securities of such series and the Depositary Registrar has received a request from Euroclear or Clearstream. In such event, the Trustee as its custodianCompany shall execute, and the Depositary may be treated Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by the Company, the Trustee and any agent or on behalf of the Company or the Trustee ICSDs as the absolute owner beneficial holder thereof, Securities of such Global Note for all purposes. Notwithstanding the foregoingseries of like tenor and terms in certificated form, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect in authorized denominations and in an aggregate principal amount equal to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of the Security or Securities of such Global Note series of like tenor and terms in global form in exchange for such Security or Securities in global form.” Neither the Company nor the Trustee will be equal liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the portion registration and delivery, and the respective principal amounts, of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note the certificated Notes to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofissued.

Global Notes. (ai) The Promptly following the date that is one year after the Issue Date of any Option Notes, the Company shall use reasonable efforts to effect an exchange of every beneficial interest in each Restricted Global Note for beneficial interests in Global Notes that do not bear any Restricted Notes Legend. To effect such mandatory exchange, the Company will (A) deliver to the Depositary an instruction letter for the Depositary’s mandatory exchange process at least 15 days prior to the date set for such mandatory exchange (or such shorter time as may be permitted by the Applicable Procedures) and (B) deliver written notice to the Trustee and the Registrar (including, without limitation, by the Company’s delivery of an Officer’s Certificate to the Trustee for removal of the Restricted Notes Legend and authentication of one or more Unrestricted Global Notes (each, a “Free Transferability Certificate”) and an Opinion of Counsel to the effect that the Restricted Notes Legend may be removed from such Notes to be exchanged. The first date on which the Trustee shall initially have received such Free Transferability Certificate will be registered known as the “Resale Restriction Termination Date.” Immediately upon receipt of the documents set forth in clause (B) above by each of the Trustee and the Registrar, the Company shall issue, and the Trustee and Registrar shall authenticate and deliver a Note (or Notes) without any Restricted Notes Legend. (ii) Prior to the Company’s delivery of the Free Transferability Certificate and afterwards, the Company and the Trustee will comply with the Applicable Procedures and otherwise use reasonable efforts to cause each Global Note to be identified by the unrestricted CUSIP number as the outstanding unrestricted Notes in the name facilities of the Depositary or its nominee and be by the date the Free Transferability Certificate is delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company Registrar or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, promptly as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderpossible thereafter. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (acollectively, the “Rule 144A Global Note”) The and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered S-1 upward (collectively, the “Regulation S Global Note Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or its a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered I-1 upward (collectively, the “IAI Global Note”) shall also be delivered to issued on the Note Issue Date, deposited with the Custodian. So long as a Global Note is , and registered in the name of the Depositary or its nomineea nominee of the Depositary, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf duly executed by the Depositary or Company and authenticated by the Trustee as its custodian, and provided in the Depositary may Indenture to accommodate transfers of beneficial interests in the Notes to IAIs after the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be treated by exchangeable for interests in the CompanyRule 144A Global Note, the Trustee IAI Global Note or any Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any agent Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the Company outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary applicable, to reflect exchanges and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder redemptions. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes. (c) WheneverCustodian, as a result of an optional redemption of Notes by at the Company, a conversion direction of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofTrustee, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered accordance with instructions given by the Holder thereof to as required by Section 2.06 of the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount Indenture and Section 2.3(c) of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.this Appendix A.

Global Notes. (i) If the Company shall establish pursuant to Section 2.01(1) above that the Notes of a series or a portion thereof are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and make available for delivery one or more Global Notes that (a) The Global Note shall initially represent and shall be registered denominated in an amount equal to the aggregate principal amount of all of the Notes of such series issued in such form and not yet cancelled, (b) shall be registered, in the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as a designated for such Global Note is registered pursuant to Section 2.01 or Section 2.04, or in the name of the Depositary or its nomineea nominee of such Depositary, members of, or participants in, the Depositary ("Agent Members"c) shall have no rights under this Indenture be deposited with respect to the Trustee, as Custodian for the Depositary, and (d) shall bear a legend substantially as follows (“Global Note held on their behalf by the Depositary or the Trustee as its custodianLegend”): THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, and the Depositary may be treated by the CompanyA NEW YORK CORPORATION (“DTC”), the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposesNEW 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. Notwithstanding the foregoingOR IN 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), nothing herein shall (i) prevent the CompanyANY TRANSFER, the Trustee or any agent of the Company or the Trustee from giving effect to any written certificationPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, proxy or other authorization furnished by the Depositary or CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, 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. (ii) impairEach Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the time of its designation and at all times while it serves as between Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation, provided that the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderis required to be so registered in order to act as depositary. (biii) The Holder of a Any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes be represented by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the more than one certificate. The aggregate principal amount of such each Global Note will may from time to time be equal to increased or decreased by adjustments made on the portion records of such Global Note not redeemedthe Registrar, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, as provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofthis Indenture.

Global Notes. (ai) Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Increases and Decreases in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Increases and Decreases in the Global Note” attached thereto). Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in definitive fully registered, global form without interest coupons (collectively, the “Regulation S Global Notes”). The term “Global Notes” means, collectively, the Rule 144A Global Notes and the Regulation S Global Notes. Each Global Note will represent such of the outstanding Notes as will be specified therein and each represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon. The aggregate principal amount of outstanding Notes represented by such Global Note may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and the issuance of Additional Notes. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 or by a Company Order in connection with the issuance of Additional Notes as required by Section 2.02(d). The Global Note Notes initially shall initially (1) be registered in the name of the Depositary or its the nominee and of the Depositary, in each case for credit to an account of an Agent Member, (2) be delivered to the Note CustodianTrustee as custodian for such Depositary and (3) bear the Restricted Notes Legend. So long as a Global Note is registered in the name of the Depositary or its nominee, members Members of, or participants direct or Indirect Participants in, the Depositary Depositary, Euroclear or Clearstream ("“Agent Members"”) shall have no rights under this Indenture with respect to the any Global Note held on their behalf by the Depositary Depositary, or the Trustee as its custodian, and or under the Global Notes. The Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Notes for all purposespurposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary Depositary, Euroclear or Clearstream, as the case may be, and its their respective Agent Members, the operation of customary practices governing the exercise of the rights of a any Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered 144A-1 upward (acollectively, the “Rule 144A Global Note”) The and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered Reg S-1 upward (collectively, the “Regulation S Global Note Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or its a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered IAI-1 upward (collectively, the “IAI Global Note”) shall also be delivered to issued on the Note Issue Date, deposited with the Custodian. So long as a Global Note is , and registered in the name of the Depositary or its nomineea nominee of the Depositary, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf duly executed by the Depositary or Issuer and authenticated by the Trustee as its custodianprovided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and each shall provide that it shall represent up to the Depositary aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be treated by the Company, the Trustee and any agent of the Company reduced or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary applicable, to reflect exchanges and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder redemptions. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes. (c) WheneverCustodian, as a result of an optional redemption of Notes by at the Company, a conversion direction of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofTrustee, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered accordance with instructions given by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount as required by Section 2.06 of such Global Note will be equal to the portion this Indenture and Section 2.3(c) of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.this Appendix A.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (a) The collectively, the “Rule 144A Global Note Note”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall initially be registered in the name of the Depositary or its a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Regulation S Notes shall be delivered to issued initially in the Note Custodian. So long as a form of one or more global Notes (collectively, the “Regulation S Temporary Global Note” and together with the Regulation S Permanent Global Note is (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or its nomineea nominee of the Depositary, members ofduly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to non-U.S. Persons subsequent to the initial distribution. One or more global Notes in definitive, or participants infully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the Depositary ("Agent Members"“IAI Global Note”) shall have no rights under this Indenture also be issued on the Issue Date, deposited with respect to the Global Note held on their behalf by Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as its custodianprovided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary may or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be treated terminated upon certification in form reasonably satisfactory to the Trustee, if required, that beneficial ownership interests in the Regulation S Temporary Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the CompanySecurities Act (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, all as contemplated by this Appendix A). Following the Trustee and any agent termination of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoingRestricted Period, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold beneficial interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Regulation S Temporary Global Note shall be surrendered by exchanged for beneficial interests in a Global Note (the Holder thereof “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee who shall cause an adjustment to be made to Schedule A thereof so that cancel the principal amount Regulation S Temporary Global Note. The provisions of such Global Note will be equal to the portion “Operating Procedures of such Global Note not redeemed, repurchased, converted or exchanged the Euroclear System” and shall thereafter return such Global Note to such Holder, provided that each such Global Note “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in a principal amount of $1.00 the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by participants through Euroclear or an integral multiple thereofClearstream.

Global Notes. Initial Notes and Additional Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in definitive, fully registered form (acollectively, the “Rule 144A Global Note”) The and Initial Notes and Additional Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes (collectively, the “Temporary Regulation S Global Note Note”); and Initial Notes and Additional Notes initially resold to IAIs shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form (collectively, the “IAI Global Note”), in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note, a permanent global security (the “Permanent Regulation S Global Note”), or any other Note without a legend containing restrictions on transfer of such Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note or the Permanent Regulation S Global Note only upon certification in form reasonably satisfactory to the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for an IAI Global Note, certification that the interest in the Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” (as defined under the Securities Act) that is acquiring the securities for its own account or for the account of an institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) and (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). The Rule 144A Global Note, the IAI Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderhereinafter provided. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a) a “Global Note”), and if issued as one or more Global Notes, the Depositary shall be The Global Note shall initially be Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. On the date on which the Notes registered in the name of the Depositary Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or its nominee and be delivered to the Note Custodian. So long as a more Global Note is Notes, registered in the name of the Depositary or its nominee, members ofeach having a zero principal balance. Upon the creation of Treasury Units, or participants inthe re-creation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Note on the Global Notes held by the Depositary and on the Pledged Note held by the Collateral Agent. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary ("Agent Members"A) shall have no has notified the Company that it is unwilling or unable to continue as depository for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by the Company within 90 days after such notice or cessation or (y) following the request of any Holder or Beneficial Owner of Corporate Units or Treasury Units seeking to exercise or enforce its rights under this Indenture with respect such Corporate Units or Treasury Units or (z) upon re-creation of Corporate Units; provided, subject to Section 2.03, that the Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and shall be of like aggregate principal amount and tenor as the portion of the Global Note held to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on their behalf by the Notes shall be made, only to the Depositary or a nominee of the Trustee as its custodianDepositary, and the or to a successor Depositary may be treated selected or approved by the Company, the Trustee and any agent of the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the Trustee fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein Depositary shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderdirect. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) The Each Global Note shall initially will represent the aggregate principal amount of then outstanding Notes endorsed thereon and provide that it represents such aggregate principal amount of then outstanding Notes, which aggregate principal amount may, from time to time, be registered in reduced or increased to reflect transfers, exchanges, conversions, redemptions or repurchases by the name Company. Only the Trustee, or the custodian holding such Global Note for the Depositary, at the direction of the Depositary or its nominee and be delivered to the Note Custodian. So long as Trustee, may endorse a Global Note is registered to reflect the amount of any increase or decrease in the name aggregate principal amount of then outstanding Notes represented thereby, and whenever the Holder of a Global Note delivers instructions to the Trustee to increase or decrease the aggregate principal amount of then outstanding Notes represented by a Global Note in accordance with Section 2.09 hereof, the Trustee, or the custodian holding such Global Note for the Depositary, at the direction of the Depositary Trustee, will endorse such Global Note to reflect such increase or its nomineedecrease in the aggregate principal amount of then outstanding Notes represented thereby. None of the Trustee, members the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent, the Company, the Guarantors or any agent of the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent, the Company or the Guarantors will have any responsibility or bear any liability or any obligation to any Agent Members or any other Person on whose behalf Agent Members may act with respect to (i) any aspect of the records relating to, or payments made on account of, the ownership of any beneficial interest in a Global Note (ii) any notice required hereunder, (iii) with respect to maintaining, supervising or reviewing any records relating to such beneficial interest, or (iv) any actions taken or not taken by any Agent Members. Neither any member of, or participants participant in, the Depositary ("collectively, the “Agent Members"”) shall nor any other Person on whose behalf an Agent Member may act will have no any rights under this Indenture with respect to the any Global Note held on their behalf by the Depositary or the Trustee as its custodianunder such Global Note, and the Depositary may be treated by the Company, the Trustee Guarantors, the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent and any agent of the Company Company, the Guarantors, the Trustee, the Paying Agent, the Registrar, the Conversion Agent, or the Trustee Collateral Agent, may, for all purposes, treat the Depositary, or its nominee, if any, as the absolute owner and Holder of such Global Note for all purposesNote. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a that such Holder is entitled to take under this Indenture or the Notes. (c) WheneverNotes with respect to such Global Note, as a result of an optional redemption of Notes by and, notwithstanding the foregoing, nothing herein will prevent the Company, a conversion the Guarantors, the Trustee, the Collateral Agent, the Paying Agent, the Registrar, the Conversion Agent or any agent of the Notes pursuant Company, the Guarantors, the Trustee, the Collateral Agent, the Registrar, the Conversion Agent or the Paying Agent from giving effect to any written certification, proxy or other authorization furnished by such Holder or impair, as between the provision Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of Article XI or an exchange for Certificated Notes pursuant to their respective customary practices governing the provisions exercise of Section 2.6(a) hereof, the rights of a Holder of any interest in any Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofNote.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (a) The the “Regulation S Global Note Note”), which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depositary Depository or its nominee nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be delivered increased or decreased by adjustments made by the Registrar on Schedule A to the Note Custodian. So long as a Regulation S Global Note is and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depositary Depository or its nominee, members ofas the case may be, for credit to an account of DTC or participants inParticipants, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf duly executed by the Depositary or Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent hereinafter provided. The aggregate principal amount of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Restricted Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or and recorded in the Notes. (c) WheneverSecurity Register, as a result hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of an optional redemption one or more Global Notes substantially in the form of Notes by Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the Company“IAI Global Note”), a conversion which shall be deposited on behalf of the purchasers of the Notes pursuant represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to the provision an account of Article XI DTC or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofParticipants, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered duly executed by the Holder thereof to Issuer and authenticated by the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of such the IAI Global Note will may from time to time be equal increased or decreased by adjustments made by the Registrar on Schedule A to the portion of such IAI Global Note not redeemedand recorded in the Security Register, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofas hereinafter provided.

Global Notes. This Section 2(b) shall apply to any Book-Entry Notes represented by one or more Global Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (athe “Depositary”) The or a nominee thereof: (i) each Global Note shall initially representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or its a nominee and thereof; (ii) notwithstanding any other provisions of this Agreement or a Global Note, such Global Note shall not be delivered transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. A Global Note Custodianmay be exchanged for a Certificated Note in the event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary has ceased to be a “clearing agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a successor depositary is not appointed by the Issuer within sixty (60) days thereafter, (B) an Event of Default (as defined in the Notes) has occurred and is continuing with respect to the Notes or (C) the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall no longer be represented by Global Notes. So long Any Global Note exchanged pursuant to clause (A) or (C) above shall be so exchanged in whole but not in part, while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary; (iii) Notes issued in exchange for a Global Note is or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such names and be in such authorized denominations as the name of Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall be surrendered by the Depositary to the Corporate Trust Office of the Issuing and Paying Agent located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇, ▇▇. ▇▇▇▇, MN 55107-1402 (the “Corporate Trust Office”), to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Upon any such surrender or adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer, the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount thereof; and (iv) neither any members of, or participants in, the Depositary ("Agent Members"“Participants”) nor any other persons on whose behalf Participants may act shall have no any rights under this Indenture Agreement with respect to the any Global Note held on their behalf by registered in the name of the Depositary or the Trustee as its custodianany nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be treated by the CompanyIssuer, the Trustee Issuing and Paying Agent and any agent of the Company Issuer or the Trustee Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note for all purposesin accordance with Section 12(f) hereof. Notwithstanding the foregoing, nothing herein shall (i) prevent the CompanyIssuer, the Trustee Issuing and Paying Agent or any agent of the Company Issuer or the Trustee Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) such nominee, as the case may be, or impair, as between the Depositary Depositary, its Participants and its Agent Membersany other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Holder. (b) The Registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesNote. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (i) If the Obligor shall establish pursuant to Section 2.01(1) above that the Notes of a series or a portion thereof are to be issued in the form of one or more Global Notes, then the Obligor shall execute and the Trustee shall authenticate and make available for delivery one or more Global Notes that (a) The Global Note shall initially represent and shall be registered denominated in an amount equal to the aggregate principal amount of all of the Notes of such series issued in such form and not yet cancelled, (b) shall be registered, in the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as a designated for such Global Note is registered pursuant to Section 2.04, or in the name of a nominee of such Depositary, (c) shall be deposited with the Depositary or its nomineeTrustee, members ofas Custodian for the Depositary, or participants in, the Depositary and (d) shall bear a legend substantially as follows ("Agent MembersGlobal Note Legend"): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodianTO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, and the Depositary may be treated by the CompanyEXCHANGE OR PAYMENT, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposesAND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Notwithstanding the foregoingOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., nothing herein shall (i) prevent the CompanyOR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), the Trustee or any agent of the Company or the Trustee from giving effect to any written certificationANY TRANSFER, proxy or other authorization furnished by the Depositary or 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. (ii) impairEach Depositary designated pursuant to Section 2.01 or 2.04 for a Global Note must, at the time of its designation and at all times while it serves as between Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation, provided that the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderis required to be so registered in order to act as depositary. (biii) The Holder of a Any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes be represented by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the more than one certificate. The aggregate principal amount of such each Global Note will may from time to time be equal to increased or decreased by adjustments made on the portion records of such Global Note not redeemedthe Registrar, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, as provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofthis Indenture.

Global Notes. (a) The Except as provided in Section 2.01(c), notes offered and sold in connection with the Offering by the Initial Purchasers to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Note Notes, which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian of the Depository, and registered in the name of the Depositary Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in connection with the Offering by the Initial Purchasers in reliance on Regulation S, if any, shall be delivered to issued initially in the Note Custodian. So long form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as a Global Note is custodian for the Depository, and registered in the name of the Depositary Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, members ofas the case may be, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture in connection with respect to the transfers of interest as hereinafter provided. Each Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent shall represent such of the Company outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary appropriate, to reflect exchanges, redemptions and its Agent Members, the operation transfers of customary practices governing the exercise of the rights of a Holder. (b) The Holder interests. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture the amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes. (c) WheneverNote Custodian, as a result of an optional redemption of Notes by at the Company, a conversion direction of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofTrustee, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered accordance with instructions given by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofas required by Section 2.06 hereof.

Global Notes. (a) The Global Note shall Any Notes that are no longer part of New PEPS Units will be issued initially be registered in the name form of one or more Global Notes (the Depositary or its nominee and be delivered to the Note Custodian. So long as a “Global Note is Notes”) registered in the name of the Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, members ofsuch Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or participants into a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) the Corporation, in its sole discretion, determines that it will no longer have the Notes represented by Global Notes, the Depositary ("Agent Members") shall have no rights under this Indenture with respect Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note held on their behalf or Notes in exchange for such Global Senior or Notes. Upon exchange of the Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall be cancelled by the Depositary Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee as its custodian, and shall deliver such Securities to the Depositary may be treated by Clearing Agency for delivery to the CompanyPersons in whose names such Securities are so registered. None of the Corporation, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the CompanyGuarantor, the Trustee or any agent of the Company Corporation, the Guarantor or the Trustee from giving effect to will have any written certification, proxy responsibility or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise liability for any aspect of the rights records relating to or payments made on account of a Holder. (b) The Holder beneficial ownership interests of a Global Note may grant proxies and otherwise authorize or maintaining, supervising or reviewing any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note records relating to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofbeneficial ownership interest.

Global Notes. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form (acollectively, the “Rule 144A Global Note”) The with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture (collectively, the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(c) hereof, beneficial ownership interest in a Regulation S Global Note shall be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements described in Section 2.4 and, subject to Section 2.4 hereof, Initial Notes transferred subsequent to the initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in registered form (collectively, the “IAI Global Note”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the applicable Depositary or a nominee of the applicable Depositary, duly executed by the Issuers and authenticated by the Trustee or the Authentication Agent as provided in the Indenture. The Rule 144A Global Note, IAI Global Note and Regulation S Global Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the applicable Depositary or its nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderhereinafter provided. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (ai) Public Notes initially shall be represented by one or more Global Notes in definitive, fully registered, global form without interest coupons (collectively, the “Public Global Notes”). The Public Global Note Notes initially shall initially (i) be registered in the name of the Depositary or its a nominee of such Depositary, in each case for credit to an account of a member of, or participant in, such Depositary (an “Agent Member”), and (ii) be delivered to the Note CustodianTrustee as Securities Custodian for such Depositary. So long as a Global Note is registered in the name of the Depositary or its nominee, members Members of, or direct or indirect participants in, the Depositary ("Agent Members") shall have no rights under this the Indenture with respect to the any Public Global Note held on their behalf by the Depositary Depositary, or the Trustee as its custodian, and or under the Public Global Notes. The Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Public Global Note Notes for all purposespurposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depositary, or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (bii) Transfers of Public Global Notes shall be limited to transfer in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Public Global Notes may be transferred or exchanged for Unrestricted Definitive Notes only in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 2.2 of this Appendix. In addition, a Public Global Note shall be exchangeable for Unrestricted Definitive Notes if (x) the Depositary (1) notifies the Company that it is unwilling or unable to continue as depository for such Public Global Note and the Company thereupon fails to appoint a successor depository within 90 days or (2) has ceased to be a clearing agency registered under the Exchange Act, (y) the Company, at its option, notifies the Trustee that it elects to cause the issuance of Unrestricted Definitive Notes or (z) there shall have occurred and be continuing an Event of Default with respect to such Public Global Note and the Depositary shall have requested such exchange. In all cases, Unrestricted Definitive Notes delivered in exchange for any Public Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary in accordance with its customary procedures. (iii) In connection with the transfer of a Public Global Note as an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.1(b), such Public Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depositary in writing in exchange for its beneficial interest in such Public Global Note, an equal aggregate principal amount of Unrestricted Definitive Notes of authorized denominations. (iv) The Holder of a any Public Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this the Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (ai) The Each Global Note authenticated under this Indenture shall initially be registered in the name of the Depositary designated by the Company for such Global Note or its a nominee thereof and be delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Except for exchanges of Global Notes for definitive, Non-global Notes at the sole discretion of the Company, no Global Note Custodian. So long as may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note is registered in whole or in part may be registered, in the name of any Person other than the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of for such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall or a nominee thereof unless (A) such Depositary (i) prevent the Company, the Trustee or any agent of has notified the Company that it is unwilling or the Trustee from giving effect unable to any written certification, proxy or other authorization furnished by the continue as Depositary for such Global Note or (ii) impair, has ceased to be a clearing agency registered as between such under the Depositary Exchange Act or announces an intention permanently to cease business or does in fact do so or (B) there shall have occurred and its Agent Members, the operation be continuing an Event of customary practices governing the exercise Default with respect to such Global Note. In case of an event under clause (A) of the rights of preceding sentence, if a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in successor Depositary for such Global Note through Agent Membersis not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) WheneverCompany will execute, as a result and the Trustee, upon receipt of an optional redemption Officers' Certificate directing the authentication and delivery of Notes by the CompanyNotes, a conversion of the Notes pursuant will authenticate and deliver, Notes, in any authorized denominations in an aggregate principal amount equal to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will in exchange for such Global Note. (iii) If any Global Note is to be equal exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the portion of such Trustee, as Note Registrar, for exchange or cancellation, as provided in this Article 2. If any Global Note not redeemedis to be exchanged for other Notes or canceled in part, repurchasedor if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, converted or exchanged and shall thereafter return in each case, as provided in Section 2.07, then either (A) such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.Global

Global Notes. Unless and until it is exchanged for the Notes in registered form, one or more global Notes in principal amount equal to the aggregate principal amount of all outstanding Notes (a"Global Notes") The Global Note shall initially may be registered transferred, in the name of whole but not in part, only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Issuer or to a nominee of such successor Depositary. If at any time (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for the Global Notes and no successor Depositary shall have been appointed within 90 days after such notification, (ii) the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at any time the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed within 90 days after the Issuer's becoming aware of the Depositary's ceasing to be so registered, (iii) the Issuer, in its nominee sole discretion, determines that the Global Notes shall be exchangeable for Notes in definitive registered form or (iv) there shall have occurred and be delivered continuing an Event of Default, the Issuer will execute, and subject to Article Five of the Original Indenture, the Trustee, upon written notice from the Issuer, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Note Custodian. So long as a Global Note is registered in the name principal amount of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent in exchange for such Global Note. Upon exchange of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoingsuch Notes in definitive registered form without coupons, nothing herein shall (i) prevent the Companyin authorized denominations, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered cancelled by the Holder thereof to Trustee. Such Notes in definitive registered form issued in exchange for the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be registered in a principal amount of $1.00 such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or an integral multiple thereofindirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Global Notes. (a) The If any Global Note is to be exchanged for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the Depository or its nominee to the Security Registrar for exchange or cancellation as provided in Section 305 of the Indenture. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall initially be so surrendered for exchange or cancellation as provided in Section 305 of the Indenture or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Security Registrar, in accordance with the Applicable Procedures, shall instruct the Depository or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 3.02(b) and as otherwise provided in the Indenture (as amended and supplemented by this Fourth Supplemental Indenture), authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the written order of, and registered in such names as may be directed by, the name Depository or its authorized representative. Upon the request of the Depositary Trustee in connection with the occurrence of any of the events specified in the eighth paragraph of Section 305 of the Indenture, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depository or its nominee authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures. (b) Every Note authenticated and be delivered to the Note Custodian. So long as upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of Depository for such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple nominee thereof.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (acollectively, the “Rule 144A Global Note”) The and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered S-1 upward (collectively, the “Regulation S Global Note Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or its a nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nomineeDepositary, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf duly executed by the Depositary or Company and authenticated by the Trustee as its custodianprovided in the Indenture. Notes offered and sold to IAIs shall be issued initially in the form of one or more IAI Global Notes, and substantially in the Depositary may be treated form set forth in Exhibit A, deposited with the Custodian, duly executed by the Company, the Trustee Company and any agent of the Company or authenticated by the Trustee as hereinafter provided and shall bear the absolute owner of such Global Notes Legend and Restricted Notes Legend. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for all purposes. Notwithstanding interests in the foregoing, nothing herein shall (i) prevent the CompanyRule 144A Global Note, the Trustee IAI Global Note or any agent Note without a Restricted Notes Legend until the expiration of the Company Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary applicable, to reflect exchanges and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder redemptions. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes. (c) WheneverCustodian, as a result of an optional redemption of Notes by at the Company, a conversion direction of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofTrustee, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered accordance with instructions given by the Holder thereof to as required by Section 2.06 of the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount Indenture and Section 2.3(c) of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.this Appendix A.

Global Notes. (ai) The Each Global Note authenticated under this Indenture shall initially be registered in the name of the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provisions of this Indenture or the Notes, a Global Note shall not be exchanged in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees thereof, provided that a Global Note may be exchanged for Notes registered in the names of any Person designated by the Depositary in the event that (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor Depositary is not appointed by the Company within 90 days, (B) to the extent permitted by the Depositary, the Company, in its sole discretion, determines at any time that the Notes shall no longer be represented by Global Notes and shall inform such Depositary of such determination; or (C) there is a request by or on behalf of the Depository in accordance with its customary procedures to exchange an interest in the Global Notes for Non-global Notes. Any Global Note exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part, and any Global Note exchanged pursuant to clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee and be delivered to the Trustee, as Note CustodianRegistrar, for exchange or cancellation, as provided in this Article 2. So long If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, in each case, as provided in Section 2.07, then either (A) such Global Note shall be so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the Principal Amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the Principal Amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 2.07(c) and as otherwise provided in this Article 2, authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2 if such order, direction or request is given or made in accordance with the Applicable Procedures. (iv) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article 2 or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof, in which case such Note shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (v) The Depositary or its nominee, members ofas registered owner of a Global Note, or participants in, shall be the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner Holder of such Global Note for all purposespurposes under the Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Notwithstanding Accordingly, any such owner’s beneficial interest in a Global Note shall be shown only on, and the foregoingtransfer of such interest shall be effected only through, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished records maintained by the Depositary or (ii) impair, as between the Depositary and its nominee or its Agent Members, the operation Members and such owners of customary practices governing the exercise of the rights of a Holder. (b) The Holder of beneficial interests in a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture shall not be considered the owners or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple holders thereof.

Global Notes. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes, substantially in the form of Exhibit A attached hereto (a) The including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall initially represent such of the aggregate principal amount of the Outstanding Notes as shall be registered specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 204 hereof. Each Global Note (i) shall be registered, in the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as a designated for such Global Note is registered pursuant to Section 204, or in the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner a nominee of such Global Note for all purposes. Notwithstanding the foregoingDepositary, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairshall be deposited with the Trustee, as between Custodian for the Depositary, and (iii) shall bear a legend substantially as follows: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR IS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. Each Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of designated pursuant to Section 204 for a Global Note may grant proxies must, at the time of its designation and otherwise authorize at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture other applicable statute or the Notesregulation. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (ai) The In the case of Original Notes, one or more Global Note Notes in fully registered form without interest coupons and bearing the Global Notes Legend (collectively, the “Global Notes”) shall be issued on the Issue Date, deposited with the Notes Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. In the case of Original Notes, the Global Notes initially shall (i) be registered in the name of the Depositary Depository or its the nominee of such Depository, in each case for credit to an account of an Agent Member and (ii) be delivered to the Note CustodianTrustee as custodian for such Depository. So long as a Global Note is registered in the name of the Depositary or its nominee, members Members of, or direct or indirect participants in, the Depositary Depository, Euroclear and Clearstream ("“Agent Members"”) shall have no rights under this Indenture with respect to the any Global Note held on their behalf by the Depositary Depository or the Trustee as its custodian, and custodian or under the Depositary Global Notes. The Depository may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such the Global Note Notes for all purposespurposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository, or (ii) impair, as between the Depositary Depository, Euroclear or Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (ii) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (x) in the case of Initial Notes, the Depository (a) notifies the Issuer that it is unwilling or unable to continue as depository for such Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act and in each case a successor depository is not appointed, (y) the Issuer, at its option and subject to the procedures of the Depository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes or (z) there shall have occurred and be continuing an Event of Default with respect to the Notes. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures. (iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (iv) The Holder of a any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) The Each Global Note authenticated under this Indenture shall initially be registered in the name of the Depositary designated for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single security for all purposes of this Indenture. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants. Upon the issuance of a Global Note, the Depositary or its custodian shall credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Note to the accounts of its Participants. Ownership of beneficial interests in a Global Note shall be shown only on, and the transfer of such ownership interests shall be effected only through, records maintained by the Depositary or its nominee (with respect to interests of Participants) or by any such Participant (with respect to interests of persons held by such Participants on their behalf). Payments, transfers, exchanges and be delivered other matters relating to the Note Custodian. So long as beneficial interests in a Global Note is registered may be subject to various policies and procedures adopted by the Depositary from time to time. None of the Company, the Trustee or any of their agents shall have any responsibility or liability for any aspect of the Depositary’s or any Participant’s records, policies or procedures relating to, or for payments made on account of, beneficial interests in a Global Note or for any other aspect of the relationship between the Depositary and its Participants, or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding any provision of this Indenture or any Note to the contrary, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or its nominee unless (i) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for a Global Note or has ceased to be qualified to act as such as required by this Indenture and the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such non-qualification or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes. All Definitive Notes issued in exchange for a Global Note or any portion thereof shall be registered in such names as the Depositary shall direct. In the event and for so long as Definitive Notes are not issued to any owner of a beneficial interest in a Global Note after the occurrence of one of the events set forth above, the Company expressly acknowledges, with respect to the right of a Holder to pursue a remedy pursuant to Section 6.04, the right of such owner to pursue such remedy with respect to the portion of the Global Note that represents such owner’s Notes as if such Definitive Notes had been issued. Except in the circumstances referred to in the preceding paragraph, as long as the Depositary, or its nominee, is the registered Holder of a Global Note, the Depositary or such nominee, as the case may be, shall be considered the sole owner and Holder of such Global Note (and of the Notes represented thereby) for all purposes under this Indenture and the Notes. Except in the circumstances referred to in the preceding paragraph, owners of beneficial interests in a Global Note shall not be entitled to have such Global Note or any Notes represented thereby registered in their names, shall not receive or be entitled to receive physical delivery of Definitive Notes in exchange therefor and shall not be considered the owners or Holders of such Global Note (or any Notes represented thereby) for any purpose under this Indenture or the Notes. In addition, no beneficial owner of an interest in a Global Note shall be able to transfer that interest except in accordance with the Depositary’s applicable procedures (in addition to those under the Indenture referred to herein and, if applicable, those of Euroclear and Clearstream). All payments of interest on, principal of, or additional amounts on, a Global Note shall be made to or to the order of the Depositary or its nominee, members as the case may be, as the Holder thereof. Every Note authenticated and delivered upon registration of transfer of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofor in lieu of, a Global Note or any portion thereof, whether pursuant to Section 2.05, Section 2.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Security is redeemed, repurchased, converted or exchanged registered in part, the name of a Person other than the Depositary for such Global Note or a nominee thereof. Neither the Trustee nor any Agent shall be surrendered have any responsibility or liability for any actions taken or not taken by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofDepositary.

Global Notes. Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a) a “Global Note”), and if issued as one or more Global Notes, the Depositary shall be The Global Note shall initially be Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. On the date on which the Notes registered in the name of the Depositary Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or its nominee and be delivered to the Note Custodian. So long as a more Global Note is Notes, registered in the name of the Depositary or its nominee, members ofeach having a zero principal balance. Upon the creation of Treasury Units, or participants inthe recreation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Note on the Global Notes held by the Depositary and on the Pledged Note held by the Collateral Agent. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only ("Agent Members"x) shall have no rights if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under this Indenture the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation; or at the request of any Holder of Notes if an Event of Default has occurred and is continuing with respect to the Notes or (y) upon recreation of Corporate Units; provided, subject to Section 2.03, that the Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the Global Note held to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on their behalf by the Notes shall be made, only to the Depositary or a nominee of the Trustee as its custodianDepositary, and the or to a successor Depositary may be treated selected or approved by the Company, the Trustee and any agent of the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the Trustee fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein Depositary shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderdirect. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) The Each Global Note authenticated under this Indenture shall initially be registered in the name of the Depositary designated for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with the Depositary (“Participants”) or persons who hold interests through such Participants. Upon the issuance of a Global Note, the Depositary or its custodian shall credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Note to the accounts of its Participants. Ownership of beneficial interests in a Global Note shall be shown only on, and the transfer of such ownership interests shall be effected only through, records maintained by the Depositary or its nominee (with respect to interests of Participants) or by any such Participant (with respect to interests of persons held by such Participants on their behalf). Payments, transfers, exchanges and other matters relating to beneficial interests in a Global Note may be subject to various policies and procedures adopted by the Depositary from time to time. None of the Issuer, the Guarantor, the Trustee or any of their respective agents shall have any responsibility or liability for any aspect of the Depositary’s or any Participant’s records, policies or procedures relating to, or for payments made on account of, beneficial interests in a Global Note or for any other aspect of the relationship between the Depositary and its Participants, or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding any provision of this Indenture or any Note to the contrary, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or its nominee unless (i) the Depositary notifies the Issuer and the Guarantor that the Depositary is unwilling or unable to continue as depositary for a Global Note or has ceased to be qualified to act as such as required by this Indenture and the Issuer or the Guarantor does not appoint a successor Depositary within 90 days after the Issuer and the Guarantor receives such notice or becomes aware of such non-qualification or (ii) there shall have occurred and be delivered continuing an Event of Default with respect to the Notes. All definitive Notes issued in exchange for a Global Note Custodianor any portion thereof shall be registered in such names as the Depositary shall direct. So In the event and for so long as definitive Notes are not issued to any owner of a beneficial interest in a Global Note after the occurrence of one of the events set forth above, the Issuer expressly acknowledges, with respect to the right of a Holder to pursue a remedy pursuant to Section 4.7 or Section 4.8, the right of such owner to pursue such remedy with respect to the portion of the Global Note that represents such owner’s Notes as if such definitive Notes had been issued. Except in the circumstances referred to in the preceding paragraph, as long as the Depositary, or its nominee, is the registered Holder of a Global Note, the Depositary or such nominee, as the case may be, shall be considered the sole owner and Holder of such Global Note (and of the Notes represented thereby) for all purposes under this Indenture and the Notes. Except in the circumstances referred to in the preceding paragraph, owners of beneficial interests in a Global Note shall not be entitled to have such Global Note or any Notes represented thereby registered in their names, shall not receive or be entitled to receive physical delivery of definitive Notes in exchange therefor and shall not be considered the owners or Holders of such Global Note (or any Notes represented thereby) for any purpose under this Indenture or the Notes. In addition, no beneficial owner of an interest in a Global Note shall be able to transfer that interest except in accordance with the Depositary’s applicable procedures (in addition to those under this Indenture referred to herein and, if applicable, those of Euroclear and Clearstream). All payments of interest on, principal of, or Additional Amounts on, a Global Note shall be made to or to the order of the Depositary or its nominee, as the case may be, as the Holder thereof. Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.6, Section 2.8 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of for such Global Note for all purposesor a nominee thereof. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, Neither the Trustee nor any Agent shall have any responsibility or liability for any agent of the Company actions taken or the Trustee from giving effect to any written certification, proxy or other authorization furnished not taken by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a HolderDepositary. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (a) The the “Regulation S Global Note Note”), which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depositary Depository or its nominee nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be delivered increased or decreased by adjustments made by the Registrar on Schedule A to the Note Custodian. So long as a Regulation S Global Note is and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depositary Depository or its nominee, members ofas the case may be, for credit to an account of DTC or participants inParticipants, duly executed by the Depositary Issuers and authenticated by the Trustee ("Agent Members"or its agent in accordance with Section 2.02) shall have no rights under this Indenture with respect as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note held and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on their behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Depositary or Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as its custodianhereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to the Depositary Issuers or any Subsidiary of the Issuers shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect transferred to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of interests in a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount upon transfer of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in someone other than the Issuers or a principal amount of $1.00 or an integral multiple thereofSubsidiary permitted hereby.

Global Notes. (ai) Except as provided in clause (d) of Section 2.2 below, the Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes shall bear the Global Note Legend. The Global Notes initially shall initially (i) be registered in the name of the Depositary Depository or its the nominee and of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Note CustodianTrustee as custodian for such Depository and (iii) bear the Restricted Notes Legend. So long as a Global Note is registered in the name of the Depositary or its nominee, members Members of, or direct or indirect participants in, the Depositary Depository ("collectively, the “Agent Members"”) shall have no rights under this Indenture with respect to the any Global Note held on their behalf by the Depositary Depository, or the Trustee as its custodian, and or under the Depositary Global Notes. The Depository may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of such the Global Note Notes for all purposespurposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository, or (ii) impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderholder of any Note. (bii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (x) the Depository (1) notifies the Issuers that it is unwilling or unable to continue as depository for such Global Note and the Issuers thereupon fail to appoint a successor depository or (2) has ceased to be a clearing agency registered under the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to such Global Note and a request has been made for such exchange. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures. (iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and, upon written order of the Issuers signed by an Officer, the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global Note pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Notes Legend. (v) [Reserved]. (vi) The Holder holder of a any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (ai) The Dollar Notes issued in global form shall be substantially in the form of Exhibit A-1 hereto, including the Dollar Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Dollar Notes issued in definitive form shall be substantially in the form of Exhibit A-1 hereto, but without the Dollar Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Dollar Global Note shall initially represent such of the outstanding Dollar Notes as shall be registered specified in the name “Schedule of Exchanges of Interests in the Depositary or its nominee Global Note” attached thereto and be delivered each shall provide that it shall represent up to the Note Custodianaggregate principal amount of Dollar Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Dollar Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. So long as Any endorsement of a Dollar Global Note is registered to reflect the amount of any increase or decrease in the name aggregate principal amount of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") outstanding Dollar Notes represented thereby shall have no rights under this Indenture with respect to the Global Note held on their behalf be made by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent the Custodian, at the direction of the Company or the Trustee from giving effect to any written certificationTrustee, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. (ii) Euro Notes issued in global form shall be substantially in the form of Exhibit A-2 hereto, including the Euro Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Euro Notes issued in definitive form shall be substantially in the form of Exhibit A-2 hereto, but without the Euro Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Euro Global Note shall represent such of the outstanding Euro Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the aggregate principal amount of such Global Note will Euro Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Euro Notes represented thereby may from time to time be equal reduced or increased, as applicable, to the portion reflect exchanges and redemptions. Any endorsement of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such a Euro Global Note to such Holder, provided that each such Global Note shall be reflect the amount of any increase or decrease in a the aggregate principal amount of $1.00 or an integral multiple thereofoutstanding Euro Notes represented thereby shall be made by the Common Depositary in accordance with the Applicable Procedures of the Euro Note Depositary.

Global Notes. Notes issued and sold pursuant to an effective registration statement under the Securities Act, issued pursuant to an effective exchange offer registration statement under the Securities Act for the Company's outstanding Series B Senior Notes or issued in accordance with Section 2.07(b)(iii) and 2.07(e), shall be issued in the form of Unrestricted Global Notes and deposited with Citibank N.A., London, as custodian (ain such capacity, the "Custodian") The on behalf of DTC or with Citibank N.A., London, as common depositary (in such capacity, the "Common Depositary") on behalf of Euroclear and Clearstream, as the case may be. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be issued initially in the form of a 144A Global Note, which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Custodian on behalf of DTC. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note, which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Common Depositary on behalf of Euroclear and Clearstream. Each Global Note shall initially represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and shall provide that the aggregate principal amount of outstanding Notes represented thereby may from time to time be registered reduced or increased, as appropriate, to reflect exchanges, transfers of interests therein, redemptions and repurchases in accordance with the name terms of this Supplemental Indenture and the Indenture; provided that, the maximum principal amount of all Notes shall never exceed (pound)300.0 million issued and outstanding at any one time except as provided in Section 2.08. Any endorsement of the Depositary or its nominee and be delivered Schedule to the Note Custodian. So long as a Global Note is registered to reflect the amount of any increase or decrease in the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note outstanding Notes represented thereby shall be made by the Registrar in accordance with Sections 2.07, 3.07, 3.08, 4.14 and 4.16 hereof. Except as set forth in Section 2.07(a) hereof, the Global Notes may be transferred, in whole and not in part, only to a principal amount successor of $1.00 or an integral multiple thereofthe relevant Depositary on whose behalf such note is held.

Global Notes. (ai) The In the case of Original Notes, one or more Global Note Notes in fully registered form without interest coupons and bearing the Global Notes Legend (collectively, the “Global Notes”) shall be issued on the Issue Date, deposited with the Notes Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. In the case of Original Notes, the Global Notes initially shall (i) be registered in the name of the Depositary Depository or its the nominee of such Depository, in each case for credit to an account of an Agent Member and (ii) be delivered to the Note CustodianTrustee as custodian for such Depository. So long as a Global Note is registered in the name of the Depositary or its nominee, members Members of, or direct or indirect participants in, the Depositary Depository, Euroclear and Clearstream ("“Agent Members"”) shall have no rights under this Indenture with respect to the any Global Note held on their behalf by the Depositary Depository or the Trustee as its custodian, and custodian or under the Depositary Global Notes. The Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Notes for all purposespurposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository, or (ii) impair, as between the Depositary Depository, Euroclear or Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (ii) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (x) in the case of Original Notes, the Depository (a) notifies the Company that it is unwilling or unable to continue as depository for such Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act and in each case a successor depository is not appointed, (y) the Company, at its option and subject to the procedures of the Depository, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes or (z) there shall have occurred and be continuing an Event of Default with respect to the Notes. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures. (iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (iv) The Holder of a any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. This Section 2(b) shall apply to all Book-Entry Notes represented by one or more Global Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (athe "Depositary") The or a nominee thereof: (i) each Global Note shall initially representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or its a nominee and thereof; (ii) notwithstanding any other provisions of this Agreement or a Global Note, such Global Note shall not be delivered transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. A Global Note Custodianmay be exchanged for the Certificated Note in the event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary has ceased to be a "clearing agency" registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a successor depositary is not appointed by the Issuer within 60 calendar days thereafter, (B) an Event of Default has occurred and is continuing with respect to the Notes or (C) the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall be exchangeable for Certificated Notes. So long Any Global Note exchanged pursuant to clause (A) or (C) above shall be so exchanged in whole but not in part, while any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary; (iii) Notes issued in exchange for a Global Note is or any portion thereof shall be issued as Certificated Notes, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged and shall be registered in such names and be in such authorized denominations as the name of Depositary or an authorized representative thereof shall designate. If a Global Note to be exchanged in whole is not then held by the Issuing and Paying Agent as custodian for the Depositary or its nominee, such Global Note shall be surrendered by the Depositary to the corporate trust office of the Issuing and Paying Agent located in the Borough of Manhattan, The City of New York, to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange by the Depositary or, if the Issuing and Paying Agent is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Issuing and Paying Agent. Upon any such surrender or adjustment, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative (as defined in Section 3) of the Issuer the Issuing and Paying Agent shall authenticate and deliver, each Certificated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof and, in the case of such surrender, the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer the Issuing and Paying Agent shall authenticate and deliver, a new Global Note on behalf of the Depositary for the remaining principal amount thereof; and (iv) neither any members of, or participants in, the Depositary ("Agent MembersParticipants") nor any other persons on whose behalf Participants may act shall have no any rights under this Indenture Agreement with respect to the any Global Note held on their behalf by registered in the name of the Depositary or the Trustee as its custodianany nominee thereof, and or under any such Global Note, arid the Depositary or such nominee, as the case may be, may be treated by the CompanyIssuer, the Trustee Issuing and Paying Agent and any agent of the Company Issuer or the Trustee Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note for all purposesin accordance with Section 13(f) hereof. Notwithstanding the foregoing, nothing herein shall (i) prevent the CompanyIssuer, the Trustee Issuing and Paying Agent or any agent of the Company Issuer or the Trustee Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) such nominee, as the case may be, or impair, as between the Depositary Depositary, its Participants and its Agent Membersany other person on whose behalf a Participant may act, the operation of customary practices of such persons governing the exercise of the rights of a Holder. (b) The Registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesNote. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of Rule 144A Global Note Notes, which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with a custodian of the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be delivered to issued initially in the Note Custodian. So long form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as a Global Note is custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Notes. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, members ofas the case may be, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture in connection with respect to the transfers of interest as hereinafter provided. Each Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent shall represent such of the Company outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary appropriate, to reflect exchanges, redemptions and its Agent Members, the operation transfers of customary practices governing the exercise of the rights of a Holder. (b) The Holder interests. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture the amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes. (c) WheneverNote Custodian, as a result of an optional redemption of Notes by at the Company, a conversion direction of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofTrustee, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount Participants" of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note Cedel shall be applicable to interests in the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Cedel. The Trustee shall have no obligation to notify Holders of any such procedures or to monitor or enforce compliance with the same. Except as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a principal amount successor of $1.00 the Depositary or an integral multiple thereofits nominee.

Global Notes. (a) The Notes are being offered and sold by the Issuer to the Initial Purchasers pursuant to the Note Purchase Agreement. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of Rule 144A Global Note Notes, which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Indenture Trustee, as custodian for the Securities Depository, and registered in the name of the Depositary Securities Depository or a nominee of the Securities Depository, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. The Outstanding Note Balance of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee and the Securities Depository or its nominee as hereinafter provided. The Indenture Trustee shall not be liable for any error or omission by the Securities Depository in making such record adjustments and the records of the Indenture Trustee shall be delivered controlling with regard to outstanding principal amount of Notes hereunder. Notes offered and sold outside of the Note Custodian. So long United States in reliance on Regulation S under the Securities Act shall initially be issued in the form of a Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Indenture Trustee, as a Global Note is custodian for the Securities Depository, and registered in the name of the Depositary Securities Depository or the nominee of the Securities Depository for the investors' respective accounts at Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") or Clearstream Banking société anonyme ("Clearstream"), duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. Beneficial interests in the Regulation S Temporary Global Notes may be held only through Euroclear or Clearstream. Within a reasonable period of time following the expiration of the "40-day distribution compliance period" (as defined in Regulation S), beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes upon the receipt by the Indenture Trustee of (i) a written certificate from the Securities Depository, together with copies of certificates from Euroclear and Clearstream, certifying that they have received certification of non-United States beneficial ownership of 100% of the Outstanding Note Balance of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.08(a)(ii)), and (ii) an Officer's Certificate from the Issuer. The Regulation S Permanent Global Notes will be deposited with the Indenture Trustee, as custodian, and registered in the name of a nominee of the Securities Depository. Simultaneously with the authentication of the Regulation S Permanent Global Notes, the Indenture Trustee shall cancel the Regulation S Temporary Global Note. The Outstanding Note Balance of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee and the Securities Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The Indenture Trustee shall incur no liability for any error or omission of the Securities Depository in making such record adjustments and the records of the Indenture Trustee shall be controlling with regard to outstanding principal amount of Regulation S Global Notes hereunder. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and prepayments. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Indenture Trustee, or by the Note Registrar at the direction of the Indenture Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream shall be applicable to interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by the members of, or participants in, the Depositary Securities Depository ("Agent Members") shall have no rights under this Indenture with respect to through Euroclear or Clearstream. Except as set forth in Section 2.08, the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary Notes may be treated by the Companytransferred, the Trustee in whole and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged not in part, such Global Note shall be surrendered by only to another nominee of the Holder thereof Securities Depository or to a successor of the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted Securities Depository or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofits nominee.

Global Notes. (a) The Portions of a Global Note of any series deposited with the Depositary pursuant to Section 2.04 shall initially be transferred in certificated form to the beneficial owners thereof only if such transfer complies with Section 2.06 and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or if at any time such Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Issuer within 90 days of such notice or within 90 days after the Issuer becomes aware of such cessation, (ii) an Event of Default has occurred and is continuing with respect to the Notes of such series and payment of principal thereof and interest thereon has been accelerated and the owners of beneficial interests in the name Global Notes with fractional undivided interests aggregating a majority interest advise the Trustee, the Issuer and the Depositary through Agent Members in writing that the continuation of a book-entry system through the Depositary or its nominee and be delivered successors is no longer in their best interest or (iii) the Issuer determines (subject to the Note Custodian. So long as a Global Note is registered in Applicable Procedures) that the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner Notes of such series shall no longer be represented by such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a HolderNote. (b) The Holder A Global Note of a series, portions of which are transferable to the beneficial owners thereof pursuant to this Section 2.05, shall be surrendered by the Depositary to the Trustee at its Corporate Trust Office for registration of transfer, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such registration of transfer of each portion of such Global Note, an equal aggregate principal amount of certificated Notes of such series of authorized denominations. Any portion of a Global Note whose registration is transferred pursuant to this Section 2.05 shall be executed, authenticated and delivered only in the denominations, if other than as specified in Section 2.01(9), specified in the Management Committee Resolution or indenture supplemental hereto with respect to such series of Notes and registered in such names as the Depositary shall direct. Any Note of any series delivered in exchange for a portion of a Rule 144A Global Note or an Accredited Investor Global Note of such series shall bear the Private Placement Legend. (c) Subject to the provisions of Section 2.04(e) above, the registered holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder Noteholder is entitled to take under this Indenture or the NotesNotes of the applicable series. (cd) Whenever, as a result of an optional redemption of Notes by In the Company, a conversion event of the occurrence of any of the events specified in paragraph (a) of this Section 2.05, the Issuer shall promptly make available to the Trustee a reasonable supply of certificated Notes of each applicable series in definitive fully registered form without interest coupons. (e) The Global Notes of each series issued and authenticated pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions first paragraph of Section 2.6(a2.04(d) hereof(both before and after the expiration of the Restricted Period), and any Accredited Investor Global Notes of each series and the Rule 144A Global Notes of each series shall each be assigned separate securities identification numbers. (f) None of the Issuer, the Trustee nor any agent of the Issuer or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note is redeemedor maintaining, repurchased, converted supervising or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note reviewing any records relating to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofbeneficial ownership interests.

Global Notes. This Section 2.4(b) shall apply to Global Notes. (ai) The Each Global Note authenticated under this Indenture shall initially be registered in the name of the Depositary Depository designated for such Global Note or its a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. The Notes may be represented by one or more Global Notes. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee an Issuer Order providing that such Global Note shall be so transferable, registrable and exchangeable, and such transfers shall be registrable or (C) there shall have occurred and be delivered continuing an Event of Default with respect to the Notes. Any Global Note Custodianexchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. So long as Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Notes registered only in the name or names of, such Person or Persons as the Depository for such Global Note shall have directed, and no transfer thereof other than such a transfer may be registered. (iii) Subject to clause (ii) above, any exchange of a Global Note for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Global Note shall direct. At the option of the applicable Noteholder, a Note issued in exchange for an interest in a Global Note pursuant to this clause (iii) may be issued, in accordance with the rules and procedures of the Depository, in the form of a permanent certificated Note in registered form in substantially the form set forth of Exhibit A attached hereto (each such Note, a "Physical Note"). In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners where one or more Physical Notes are to be issued, the Trustee shall reflect on its books and records the date and decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and, upon the direction of the Issuer, the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. In connection with the transfer of the entire Global Note to beneficial owners in exchange for a Physical Note, the Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and, upon the direction of the Issuer, the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations. (iv) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section, Section 2.3 or 3.5 hereof or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of Depository for such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple nominee thereof.

Global Notes. (ai) The Each Global Note shall initially will be registered in the name of the Depositary or its nominee and and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend. (ii) Each Global Note will be delivered to the Note CustodianTrustee as custodian for the Depositary. So long as Transfers of a Global Note is registered (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the name Depositary, its successors or their respective nominees, except as set forth in paragraph (b)(iv) of the Depositary or its nominee, members of, or participants in, the Depositary this Section. ("iii) Agent Members") shall Members will have no rights under this the Indenture with respect to the any Global Note held on their behalf by the Depositary or the Trustee as its custodianDepositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposespurposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or its nominee may grant proxies and otherwise authorize any person (iiincluding any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderholder of any security. (biv) The Holder of If (x) the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note may grant proxies and otherwise authorize any Persona successor depositary is not appointed by the Company within 90 days of the notice or (2) has ceased to be a clearing agency registered under the Exchange Act, including Agent Members (y) an Event of Default has occurred and Persons that may hold interests in such Global Note through Agent Membersis continuing and the Trustee has received a request from the Depositary, to take any action which a Holder is entitled to take under this Indenture or the Notes. (cz) Whenever, as a result of an optional redemption of Notes by the Company, a conversion at its option, notifies the Trustee in writing that it elects to cause the issuance of certificated notes, the Notes pursuant to the provision of Article XI or an Trustee will promptly exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, each beneficial interest in a Global Note is redeemedfor one or more certificated notes of the applicable Series in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof as identified to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that by the principal amount of such Depositary, and thereupon the Global Note will be equal to deemed canceled. Each certificated note issued in exchange therefor will bear the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofRestricted Legend.

Global Notes. Initial Notes offered and sold to a QIB in reliance on Rule 144A under the Securities Act (a"Rule 144A") as provided in the Purchase Agreement, shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the global securities legend and restricted securities legend set forth in Exhibit A hereto (each, a "Restricted Global Note"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its office in the Borough of Manhattan, The Global Note shall initially be City of New York, as custodian for the Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depositary Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee nominee, as the case may be, as hereinafter provided. Initial Notes offered and sold in reliance on Regulation S under the Securities Act ("Regulation S"), as provided in the Purchase Agreement, shall be delivered to issued initially in the Note Custodian. So long form of one or more permanent global Initial Notes in definitive, fully registered form without interest coupons with the global securities legend and restricted securities legend set forth in Exhibit A hereto (the "Regulation S Global Note"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, as a Global Note is custodian, for the Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depositary Depository or the nominee of the Depository, for the accounts of the Euroclear System ("Euroclear") and Cedel Bank, societe anonyme ("Cedel"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. On or prior to the end of the "40-day restricted period" within the meaning of Rule 903(c) of Regulation S, beneficial interests in the Regulation S Global Note may only be held through Euroclear or Cedel, unless delivery is made through the Restricted Global Note. Any resale or transfer of beneficial interests in the Regulation S Global Note shall be made only pursuant to Rule 144A or Regulation S, after delivery to TV Filme by the transferor, if required by the Company, of the opinions, certificates or other information described in Section 2.6. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impaircase may be, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderhereinafter provided. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (a) The including the Global Note shall initially be registered Legend thereon and the “Schedule of Exchanges of Interests in the name Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Upon the issuance of a Regulation S Global Note or a Rule 144A Global Note, (collectively, the “Global Notes” and each, a “Global Note”), the Depositary or its nominee and will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be delivered to designated by the Note CustodianInitial Purchasers. So long as Ownership of beneficial interests in a Global Note is registered will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and the name transfer of the Depositary or its nomineethat ownership interest will be effected only through, members of, or participants in, records maintained by the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent shall represent such of the Company outstanding Notes as shall be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary appropriate, to reflect exchanges and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder US-DOCS\75580855.16 ACCO Indenture redemptions. Any endorsement of a Global Note may grant proxies to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or, if the Notes Custodian and otherwise authorize any the Trustee are not the same Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion Notes Custodian at the direction of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofTrustee, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered accordance with instructions given by the Holder thereof to as required by Section 2.07 of the Indenture and Section 2.2 of this Appendix. The Issuer has entered into a letter of representations with DTC in the form provided by DTC and the Trustee who shall cause an adjustment and each Agent are hereby authorized to be made to Schedule A thereof so that the principal amount of act in accordance with such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged letter and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofApplicable Procedures.

Global Notes. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of a 144A Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Temporary Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Temporary Regulation S Global Note will be exchangeable for one or more permanent Regulation S Global Notes (athe "Permanent Regulation S Global Note" and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") as or after November 12, 1996 upon written certification that the beneficial interests in such global Note are owned by either non-U.S. persons or U.S. persons who purchased such interests pursuant to an exemption from, or in transactions not subject to, the Registration Requirements or the Securities Act. Notes offered and sold to Institutional Accredited Investors who are not also QIBs shall be issued initially in the form of an IAI Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Unrestricted Global Notes representing Unrestricted Book-Entry Interests shall be issued initially in accordance with Sections 2.07(b)(iv), 2.07(d)(ii) and 2.07(f) and shall be deposited with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided. Each Global Note shall initially be registered in the name represent such of the Depositary outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or its nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between appropriate, to reflect exchanges, redemptions and transfers of interests therein in accordance with the Depositary and its Agent Members, the operation terms of customary practices governing the exercise of the rights of a Holder. (b) The Holder this Indenture. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result principal amount of an optional redemption of outstanding Notes represented thereby shall be made by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged Trustee in part, such Global Note shall be surrendered accordance with written instructions given by the Holder thereof as required by Section 2.07 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel shall be applicable to interests in the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Regulation S Global Note will that are held by the Participants through Euroclear or Cedel. Except as set forth in Section 2.07(a) hereof the Global Notes may be equal transferred, in whole and not in part, only to a successor of the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofBook-Entry Depositary.

Global Notes. (a) The Except as provided in Section 2.01(c), Series A Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note shall initially be Custodian and registered in the name of the Depositary Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee nominee, as the case may be, in connection with transfers of interests as hereinafter provided. Series A Notes offered and sold in reliance on Regulation S, if any, shall be delivered to issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian. So long as a Global Note is Custodian and registered in the name of the Depositary Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, members ofas the case may be, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture in connection with respect to the transfers of interests as hereinafter provided. Each Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent shall represent such of the Company outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary appropriate, to reflect exchanges, redemptions and its Agent Members, the operation transfers of customary practices governing the exercise of the rights of a Holder. (b) The Holder interests. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture the amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes. (c) WheneverNote Custodian, as a result of an optional redemption of Notes by at the Company, a conversion direction of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofTrustee, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered accordance with instructions given by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofas required by Section 2.06 hereof.

Global Notes. (a) The Each Global Note issued under this Agreement shall initially be registered in the name of the Depositary for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Agreement. (b) Notwithstanding any other provision in this Agreement, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary (A) has notified the Note Holders that it is unwilling or unable to continue as Depositary for such Global Note or (B) has ceased to be a clearing agency registered as such under the Exchange Act, and in either case the Depositor fails to appoint a successor Depositary within 90 days or (ii) the Depositor executes and delivers to Table of Contents the Trustee a letter of instruction and authorization substantially in the form of Exhibit D stating that it elects to cause the issuance of the Notes in certificated form and that all Global Notes shall be exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee). (c) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancellation as provided in this Article Four. If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Four or (ii) the Participated Principal Amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the Participated Principal Amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, as otherwise provided in this Article Four, deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the instruction of the Depositor, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Depositor shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Four if such order, direction or request is given or made in accordance with the Applicable Procedures, and the Trustee shall have no liability to any party in connection therewith except to the extent of its own gross negligence or willful misconduct. (d) Every Note delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article Four or otherwise, shall be delivered to in the Note Custodian. So long as form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof. (e) The Depositary or its nominee, members ofas registered owner of a Global Note, or participants in, shall be the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner Holder of such Global Note for all purposespurposes under this Agreement and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Notwithstanding Accordingly, any such owner’s beneficial interest in a Global Note will be shown only on, and the foregoingtransfer of such interest shall be effected only through, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished records maintained by the Depositary or (ii) impair, as between the Depositary and its nominee or its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. The Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated November 15, 2015, among the Issuer, the Guarantors and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC. The Initial Notes and any Additional Notes (aif issued as Restricted Notes) The (the “Additional Restricted Notes”) shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent Global Note substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Rule 144A Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Securities Custodian, as hereinafter provided. Initial Notes and any Additional Restricted Notes offered and sold outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall initially be registered issued in the name form of the Depositary or its nominee and be delivered to the Note Custodian. So long as a permanent Global Note is registered substantially in the name form of Annex A, including appropriate legends as set forth in Section 302 (the Depositary or its nominee“Regulation S Global Note”), members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf duly executed by the Depositary or Issuer and authenticated by the Trustee as its custodianherein provided and deposited upon issuance with the Trustee, as Securities Custodian, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be held through Euroclear and Clearstream, and may only be transferred to Non-U.S. Persons pursuant to Regulation S, unless exchanged for interests in another Global Note in accordance with the Depositary transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note after the Restricted Period through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be treated represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Securities Custodian, as hereinafter provided. Initial Notes and Additional Restricted Notes resold to IAIs (the “Institutional Accredited Investor Notes”) in the United States of America shall be issued in the form of a permanent Global Note substantially in the form of Annex A including appropriate legends as set forth in Section 302 (the “Institutional Accredited Investor Global Note”), duly executed by the Company, the Trustee Issuer and any agent of the Company or authenticated by the Trustee as herein provided and deposited upon issuance with the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairTrustee, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) Securities Custodian. The Holder of a Institutional Accredited Investor Global Note may grant proxies and otherwise authorize any Personbe represented by more than one certificate, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or if so required by DTC’s rules regarding the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment maximum principal amount to be made to Schedule A thereof so that the represented by a single certificate. The aggregate principal amount of such the Institutional Accredited Investor Global Note will may from time to time be equal to increased or decreased by adjustments made on the portion records of such the Trustee, as Securities Custodian, as hereinafter provided. Exchange Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes shall be issued in the form of a permanent Global Note, substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Exchange Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Exchange Global Note not redeemedmay be represented by more than one certificate, repurchasedif so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, converted or exchanged and shall thereafter return such the Regulation S Global Note, the Institutional Accredited Investor Global Note to such Holder, provided that each such and the Exchange Global Note shall be in a principal amount of $1.00 or an integral multiple thereofare sometimes collectively herein referred to as the “Global Notes.”

Global Notes. (a) The Notes shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered, book-entry form, without interest coupons (collectively, the "Global Notes"). The Global Notes shall be substantially in the form attached as Exhibit A hereto. (b) Each of the Global Notes shall represent such of the Notes as shall be specified therein and shall each provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions or conversions. Any endorsement of a Global Note to reflect the aggregate principal amount, or any increase or decrease in the aggregate principal amount, of Notes represented thereby shall be reflected by the Trustee on Schedule A attached to the Note and made by the Trustee in accordance with written instructions or such other written form of instructions as is customary for the Depositary, from the Depositary or its nominee on behalf of any Person having a beneficial interest in the Global Note. (c) The Depository Trust Company shall initially serve as Depositary with respect to the Global Notes. Such Global Notes shall bear the legends set forth in the form of Note attached as Exhibit A hereto. (d) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or its a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (e) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless: (i) such Depositary has notified the Company that (A) such Depositary is unwilling, unable or no longer qualified to continue as Depositary for such Global Note or (B) such Depositary has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered, and the Company does not appoint a successor Depositary within 90 days of that notice; or (ii) there shall have occurred and be delivered continuing an Event of Default with respect to such Global Note, and the Note Custodian. So long as Depositary requests the issuance of certificated Notes. (f) Subject to Section 2.10(e) above, any exchange of a Global Note for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Note or any portion thereof shall be registered in such names as the Depositary for such Global Note shall direct. (g) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section, Section 2.13, 2.14, 3.02 or 13.06 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of for such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple nominee thereof.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-1 and Exhibit A-2, respec- tively, hereto (awith respect to the relevant Dollar Notes) The (a “Dollar Regulation S Global Note”) or Exhibit A-3 hereto (with respect to Euro Notes) (a “Euro Regulation S Global Note” and, together with the Dollar Regulation S Global Notes, the “Regulation S Global Notes”), as applicable, with such applicable legends as are provided in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-3 hereto, as applicable, except as otherwise per- mitted herein. Each Dollar Regulation S Global Note shall initially be deposited on behalf of the purchas- ers of the relevant Dollar Notes represented thereby with a custodian for DTC, and registered in the name‌ of Cede & Co., as nominee of DTC, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The Euro Regulation S Global Note shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with the Common Deposi- tary, and registered in the name of the Common Depositary or its nominee nominee, as the case may be, for the accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the applicable Regulation S Global Note may from time to time be delivered increased or decreased by adjustments made by the applicable Registrar on Schedule A to the Note Custodian. So long as a applicable Regulation S Global Note is and recorded in the Security Register, as hereinafter provided. The relevant Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued ini- tially in the form of one or more Global Notes substantially in the form of Exhibit A-1 and Exhibit A-2, respectively, hereto, with such applicable legends as are provided in Exhibit A-1 and Exhibit A-2, respec- tively, hereto, except as otherwise permitted herein (a “Dollar 144A Global Note”), which shall be depos- ited on behalf of the purchasers of the relevant Dollar Notes represented thereby with a custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, duly executed by the Issuer and au- thenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The ag- gregate principal amount of any Dollar 144A Global Note may from time to time be increased or de- creased by adjustments made by the U.S. Registrar on Schedule A to the relevant Dollar 144A Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-3 hereto, with such applicable legends as are provided in Exhibit A-3 hereto, except as otherwise permitted herein (the “Euro 144A Global Note” and, together with the Dollar 144A Global Notes, the “144A Global Notes”), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with the Common Depositary, and regis- tered in the name of the Common Depositary or its nominee, members ofas the case may be, or participants infor the accounts of Eu- roclear and Clearstream, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf duly executed by the Depositary or Issuer and authenticated by the Trustee (or its agent in ac- cordance with Section 2.02) as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent hereinafter provided. The aggregate principal amount of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Euro 144A Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such from time to time be increased or decreased by adjustments made by the applicable Registrar on Schedule A to the Euro 144A Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or and recorded in the Notes. (c) WheneverSecurity Register, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofhereinaf- ter provided.

Global Notes. (ai) The Each Global Note authenticated under this Indenture shall initially be registered in the name of the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Except for exchanges of Global Notes for definitive, Non-global Notes at the sole discretion of the Company, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (ii) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in fact do so or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note. In case of an event under clause (A) of the preceding sentence, if a successor Depositary for such Global Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of an Officers' Certificate directing the authentication and delivery of Notes, will authenticate and deliver, Notes in any authorized denominations in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. (iii) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee and be delivered to the Registrar, for exchange or cancellation, as provided in this Article 2. If any Global Note Custodianis to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, in each case, as provided in Section 2.07, then either (A) such Global Note shall be so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. So long as Upon any such surrender or adjustment of a Global Note, the Trustee shall, as provided in this Article 2, authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2 if such order, direction or request is given or made in accordance with the Applicable Procedures. (iv) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article 2 or otherwise, shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof, in which case such Note shall be authenticated and delivered in definitive, fully registered form, without interest coupons. The Depositary or its nominee, members ofas registered owner of a Global Note, or participants in, shall be the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner Holder of such Global Note for all purposespurposes under this Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Notwithstanding Accordingly, any such owner's beneficial interest in a Global Note will be shown only on, and the foregoingtransfer of such interest shall be effected only through, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished records maintained by the Depositary or (ii) impair, as between the Depositary and its nominee or its Agent Members, the operation Members and such owners of customary practices governing the exercise of the rights of a Holder. (b) The Holder of beneficial interests in a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture will not be considered the owners or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple holders thereof.

Global Notes. The Rule 144A Notes shall be issued initially in the form of one or more notes in registered, global form (acollectively, the "Rule 144A Global Note") The and the Regulation S Notes shall be issued initially in the form of one or more temporary notes in registered, global form (collectively, the "Regulation S Global Note Note"), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary or its a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the "IAI Global Note") shall also be delivered to issued on the Note date of this Supplemental Indenture, deposited with the Notes Custodian. So long as a Global Note is , and registered in the name of the Depositary or its nomineea nominee of the Depositary, members of, or participants induly executed by the Company and authenticated by the Trustee as provided in this Supplemental Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the Depositary (IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the Regulation S Global Note and the IAI Global Note are each referred to herein as a "Agent MembersGlobal Note" and are collectively referred to herein as ") shall have no rights under this Indenture with respect to Global Notes." The aggregate principal amount of the Global Note held Notes may from time to time be increased or decreased by adjustments made on their behalf by the records of the Trustee and the Depositary or the Trustee its nominee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderhereinafter provided. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered from 144A-1 upward (acollectively, the “Rule 144A Global Note”) The and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered from Reg S-1 upward (collectively, the “Regulation S Global Note Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary Depository or its a nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nomineeDepository, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf duly executed by the Depositary or Issuer and authenticated by the Trustee as its custodianprovided in the Indenture. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, and or any other Note without a legend until the Depositary may be treated by expiration of the CompanyResale Restriction Termination Date. The Rule 144A Global Note, the Trustee Regulation S Global Note and any agent Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. Each Global Note shall represent such of the Company outstanding Notes as shall be specified in the “Schedule of Amortization, Redemption, Repurchase and Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary applicable, to reflect amortization, redemption, repurchases and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder exchanges. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes. (c) WheneverCustodian, as a result of an optional redemption of Notes by at the Company, a conversion direction of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofTrustee, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered accordance with instructions given by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged as required by this Indenture and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofSection 1.4(c) below.

Global Notes. (a) The Except as provided in Section 2.01(c), Series A Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note shall initially be Custodian and registered in the name of the Depositary Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee nominee, as the case may be, in connection with transfers of interests as hereinafter provided. Series A Notes offered and sold in reliance on Regulation S, if any, shall be delivered to issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian. So long as a Global Note is Custodian and registered in the name of the Depositary Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, members ofas the case may be, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture in connection with respect to the transfers of interests as hereinafter provided. Each Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent shall represent such of the Company outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary appropriate, to reflect exchanges, redemptions and its Agent Members, the operation transfers of customary practices governing the exercise of the rights of a Holder. (b) The Holder interests. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture the amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes. (c) WheneverNote Custodian, as a result of an optional redemption of Notes by at the Company, a conversion direction of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofTrustee, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel shall be applicable to interests in the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Regulation S Temporary Global Note will be equal and the Regulation S Permanent Global Notes, if any, that are held by Participants through Euroclear or Cedel. The Trustee shall have no obligation to notify Holders of any such procedures or to monitor or enforce compliance with the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofsame.

Global Notes. (i) Initial Notes, including any Additional Unregistered Notes, offered and sold to QIBs in the United States of America in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the Private Placement Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto, each, a "Rule 144A Global Note"). Initial Notes, including any Additional Unregistered Notes, offered and sold outside the United States of America in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes, substantially in the form set forth in Exhibit A (including the Global Note Legend and the Private Placement Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto, each, a "Regulation S Global Note"). (ii) Upon consummation of the Registered Exchange Offer, the Exchange Notes may be issued in the form of one or more Global Notes with the Global Note Legend but not the Private Placement Legend. Following the consummation of the Registered Exchange Offer, any Additional Registered Notes may be issued in the form of one or more Global Notes with the Global Note Legend but not the Private Placement Legend. All or part of any Rule 144A Global Note or Regulation S Global Note exchanged in the Registered Exchange Offer will be exchanged for one or more Global Notes with the Global Note Legend but not the Private Placement Legend. Each Global Note shall represent such of the aggregate principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.04. (iii) Each Global Note (a) The Global Note shall initially be registered registered, in the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as a designated for such Global Note is registered pursuant to Section 2.04, or in the name of a nominee of such Depositary, (b) shall be deposited with the Depositary or its nomineeTrustee, members ofas Custodian for the Depositary, or participants in, the Depositary and (c) shall bear a legend substantially as follows ("Agent MembersGlobal Note Legend"): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodianTO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, and the Depositary may be treated by the CompanyEXCHANGE OR PAYMENT, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposesAND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Notwithstanding the foregoingOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., nothing herein shall (i) prevent the CompanyOR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), the Trustee or any agent of the Company or the Trustee from giving effect to any written certificationANY TRANSFER, proxy or other authorization furnished by the Depositary or (ii) impairPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, as between the Depositary and its Agent MembersCEDE & CO., the operation of customary practices governing the exercise of the rights of a HolderHAS AN INTEREST HEREIN. (biv) The Holder of Each Depositary designated pursuant to Section 2.04 for a Global Note may grant proxies must, at the time of its designation and otherwise authorize at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any Personother applicable statute or regulation, including Agent Members and Persons provided that may hold interests the Depositary is required to be so registered in such Global Note through Agent Members, order to take any action which a Holder is entitled to take under this Indenture or the Notesact as depositary. (cv) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Any Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall may be surrendered represented by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the more than one certificate. The aggregate principal amount of such each Global Note will may from time to time be equal to increased or decreased by adjustments made on the portion records of such Global Note not redeemedthe Registrar, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, as provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofthis Indenture.

Global Notes. Initial Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes, substantially in the form of Exhibit A attached hereto (a) The including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Upon consummation of the Registered Exchange Offer, the Series B Notes may be issued in the form of one or more Global Notes with the Global Note Legend but not the Private Placement Legend. Each Global Note shall initially represent such of the aggregate principal amount of the Outstanding Notes as shall be registered specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 204 hereof. Each Global Note (i) shall be registered, in the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as a designated for such Global Note is registered pursuant to Section 204, or in the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner a nominee of such Global Note for all purposes. Notwithstanding the foregoingDepositary, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairshall be deposited with the Trustee, as between Custodian for the Depositary, and (iii) shall bear a legend substantially as follows: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR IS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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. Each Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of designated pursuant to Section 204 for a Global Note may grant proxies must, at the time of its designation and otherwise authorize at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture other applicable statute or the Notesregulation. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. This Section 2.7(c) shall apply to Global Notes. (ai) The Each Global Note authenticated under this Indenture shall initially be registered in the name of the Depositary designated for such Global Note or its a nominee thereof and be delivered to the such Depositary or a nominee thereof or custodian therefor, and each such Global Note Custodianshall constitute a single Note for all purposes of this Indenture. So long The Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Regulation S Global Notes or Unrestricted Global Notes or any combination thereof. (ii) Except as provided pursuant to clause (v)(F) of this Section 2.7(c), notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless such Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Note, or has ceased to be a "Clearing Agency" registered under the Exchange Act, or has announced an intention permanently to cease business or has in fact done so, or an Event of Default has occurred and is continuing with respect to such Global Note. Owners of beneficial interests in such Global Note will not be entitled to have any portions of such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Notes in certificated, definitive form and will not be considered the owners or the holders of the Global Notes (or the Notes represented thereby) under the Indenture or the Notes. Upon the occurrence of any of the events described in this Section 2.7(c)(ii) which entitle an owner of beneficial interests in a Global Note to receive a certificated, definitive Note registered in such owner's name, the Issuer will cause the appropriate certificated Notes to be delivered. In addition, no beneficial owner of an interest in a Global Note will be able to transfer that interest, except in accordance with the Depositary's Applicable Procedures (in addition to those under this Indenture). Any Global Note exchanged pursuant to this Section 2.7(c)(ii) shall be so exchanged in whole and not in part. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in this Section 2.7(c)(ii) shall have ceased to apply may be transferred only to, and may be registered and exchanged for Notes registered only in the name or names of, such Person or Persons as the Depositary for such Global Note shall have directed, and no transfer thereof other than such a transfer may be registered. (iii) Subject to clause (ii) above, any exchange of a Global Note for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depositary for such Global Note shall direct. (A) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.7, Section 2.6, 2.8 or 3.7 hereof or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof. (B) Owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures of the Depositary or its nominee. Accordingly, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the any such owner's beneficial interest in a Global Note held on their behalf will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or the Trustee as its custodian, nominee or its Agent Members and the Depositary may be treated by the Company, the Trustee and any agent such owners of the Company or the Trustee as the absolute owner of such beneficial interests in a Global Note for all purposes. Notwithstanding will not be considered the foregoing, nothing herein shall (i) prevent the Company, the Trustee owners or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderholders thereof. (bv) The Holder Notwithstanding any other provision of this Indenture or of the Notes, transfers of interests in a Global Note may grant proxies of the kind described in Section 2.1 hereof and otherwise authorize any Personin subclauses (B), including Agent Members (C), (D) and Persons that may hold interests (E) of this clause (v) below shall be made only in such Global Note through Agent Membersaccordance with this clause (v), to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result and all transfers of an optional redemption of Notes by the Company, interest in a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Regulation S Global Note shall be surrendered by comply with subclause (G) of this clause (v). The provisions of this clause (v) providing for transfers of Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount form of such beneficial interests in a Restricted Global Note, Regulation S Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Unrestricted Global Note shall be in only apply if there is a principal amount of $1.00 Restricted Global Note, Regulation S Global Note or an integral multiple thereofUnrestricted Global Note, as the case may be.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (a) The the “Regulation S Global Note Note”), which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depositary Depository or its nominee nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euro-clear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be delivered increased or decreased by adjustments made by the Registrar on Schedule A to the Note Custodian. So long as a Regulation S Global Note is and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depositary Depository or its nominee, members ofas the case may be, for credit to an account of DTC or participants inParticipants, duly executed by the Depositary Issuer and authenticated by the Trustee ("Agent Members"or its agent in accordance with Section 2.02) shall have no rights under this Indenture with respect as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note held and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on their behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Depositary or Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as its custodianhereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to the Depositary Issuer or any Subsidiary of the Issuer shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect transferred to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of interests in a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount upon transfer of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in someone other than the Issuer or a principal amount of $1.00 or an integral multiple thereofSubsidiary permitted hereby.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (a) The collectively, the “Rule 144A Global Note Note”), without interest coupons and bearing the Global Notes Legend , the Restricted Notes Legend and the OID Legend (as defined below), if applicable, which shall initially be registered in the name of the Depositary or its a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. Regulation S Notes shall be delivered to issued initially in the Note form of one or more global Notes (the “Regulation S Global Note”), without interest coupons and bearing the Global Notes Legend, the Restricted Notes Legend and the OID Legend, if applicable, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian. So long as a Global Note is , and registered in the name of the Depositary or its nomineea nominee of the Depositary, members ofduly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, or participants infully registered form without interest coupons and bearing the Global Notes Legend, the Depositary Restricted Notes Legend and the OID Legend, if applicable, ("Agent Members"collectively, the “IAI Global Note”) shall have no rights under this Indenture also be issued on the Issue Date, deposited with respect to the Global Note held on their behalf by Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as its custodianprovided in this Indenture. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note and the Regulation S Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary may be treated by or its nominee and on the Company, the Trustee and any agent of the Company or the Trustee schedules thereto as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderhereinafter provided. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) The With respect to Notes represented by Global Notes, the Corporation shall cause to be kept by the Trustee at the principal office of the Trustee in Calgary, Alberta or by such other Registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as the Corporation may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each Global Note shall initially be registered in (being the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary Depository, or its nominee, members of, or participants in, the Depositary ("Agent Members"for each Global Note) shall have no rights under this Indenture with respect to and particulars of the Global Note held on their behalf by the Depositary or the Trustee as its custodianit, and the Depositary may be treated by the Company, the Trustee of all transfers and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderexchanges thereof. (b) The Holder Notwithstanding any other provision of this Indenture, a Global Note may grant proxies not be transferred by the Holder thereof and otherwise authorize no Definitive Notes shall be issued to Beneficial Holders of Global Notes, except in the following circumstances: (i) Definitive Notes may be issued to Beneficial Holders of Global Notes at any Persontime after: (A) the Corporation has determined, including Agent Members or has been notified by the Depository, and Persons written notice thereof has been provided to the Trustee, that may hold interests the Depository (1) is unwilling or unable to continue as Depository for the Global Notes or (2) ceases to be eligible to be a Depository, and in each such case the Corporation is unable to locate a qualified successor to its reasonable satisfaction; (B) the Corporation has determined, in its sole discretion, or is required by law, and written notice thereof has been provided to the Trustee, to terminate the book-based or book-entry only system, as applicable, in respect of such Global Note through Agent MembersNotes and has communicated such determination or requirement to the Trustee in writing, to take any action which a Holder is entitled to take under this Indenture or the book-based or book-entry only system, as applicable, ceases to exist; or (C) the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes; provided that Beneficial Holders representing, in the aggregate, not less than 50% of the aggregate outstanding principal amount of the Notes represented by Global Notes advise the Depository in writing, through the Participants, that the continuation of the book-based or book-entry only system, as applicable, for the Notes is no longer in their best interests; and (ii) Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Corporation and Counsel or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee. (c) Whenever, as a result Upon the occurrence of an optional redemption of Notes by the Company, a conversion one of the Notes pursuant conditions specified in Section 3.2(b)(i) or upon a requirement arising to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, transfer a Global Note is redeemedto a Person other than a Depository or a nominee thereof in accordance with Section 3.2(b)(ii), repurchasedthe Trustee shall notify all applicable Participants, converted or exchanged in partthrough the Depository, such Global Note shall be surrendered of the availability of Definitive Notes. Upon surrender by the Holder thereof Depository of the Global Notes and receipt of new registration instructions from the Depository, the Corporation shall execute, and, upon receipt by the Trustee of a Corporation Order, the Trustee shall authenticate and deliver, Definitive Notes (in a form to be agreed to by the Corporation and the Trustee) to the Trustee who shall cause an adjustment to be made to Schedule A Beneficial Holders thereof so that in accordance with the principal amount new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 3.1 and the remaining provisions of this Article 3 applicable to Definitive Notes. (d) It is expressly acknowledged that transfers of beneficial ownership in any Note represented by a Global Note will be equal effected only (i) with respect to the portion interests of such participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note and (ii) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not redeemedParticipants but who desire to purchase, repurchased, converted sell or exchanged and shall thereafter return such otherwise transfer ownership interests in Notes represented by a Global Note to such Holder, provided that each such Global Note shall be in may do so only through a principal amount of $1.00 or an integral multiple thereofParticipant.

Global Notes. (a) If specified in the Issuance Instructions, except as provided in subsections (c) and (g) below, the holder of all of the Notes to be issued pursuant to such Issuance Instructions shall be The Global Note Depository Trust Company (“DTC”) and such Notes shall initially be registered in the name of Cede & Co., as nominee for DTC. (b) Such Notes shall be initially issued in the Depositary or its nominee form of a separate single authenticated fully registered certificate in the name of Cede & Co. and in the principal amount of such Notes (a “Global Note”). Upon initial issuance, the ownership of such Notes shall be delivered to registered in the Note CustodianRegister in the name of Cede & Co., as nominee of DTC. So long as Notes are evidenced by a Global Note, the Issuing Agent and the Issuer may treat DTC (or its nominee) as the sole and exclusive holder of such Notes registered in its name for the purposes of payment of the principal of (premium, if any) and interest on such Notes or portion thereof to be redeemed, and of giving any notice permitted or required to be given to holders of such Notes and neither the Issuing Agent nor the Issuer shall be affected by any notice to the contrary. Neither the Issuing Agent nor the Issuer shall have any responsibility or obligation to any of DTC’s participants (each a “Participant”), any person claiming a beneficial ownership in such Notes under or through DTC or any Participant (each a “Beneficial Owner”), or any other person which is not shown on the Note Register as being a holder, with respect to the accuracy of any records maintained by DTC or any Participant; the payment of DTC or any Participant of any amount in respect of the principal of (premium, if any) or interest on such Notes; any notice which is permitted or required to be given to holders of such Notes; the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of such Notes; any notice which is permitted or required to be given to holders of such Notes; the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of such Notes; or any consent given or other action taken by DTC as holder of such Notes. The Issuing Agent shall pay all principal of (premium, if any) and interest on such Notes registered in the name of Cede & Co. only to or “upon the Depositary order of” DTC (as that term is used in the Uniform Commercial Code as adopted in New York), and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of (premium, if any) and interest on such Notes to the extent of the sum or its nomineesums so paid. Except as otherwise provided in Section 14(c) and (g) below, members ofno person other than DTC shall receive authenticated Note certificates evidencing the obligation of the Issuer to make payments of principal of (premium, if any) and interest on such Notes. Upon delivery by DTC to the Issuing Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the other provisions of this Agreement with respect to transfers of Notes, the word “Cede & Co.” in this Agreement shall refer to such new nominee of DTC. (c) Any Global Note shall be exchangeable for Notes in certificated form registered in the names of Participants and/or Beneficial Owners if, but only if, (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Notes or at any time ceases to be a clearing agency registered as such under the 1934 Act, (ii) the Issuer instructs the Issuing Agent that such Global Note shall be exchangeable or (iii) there shall have occurred and be continuing a default or an event that with notice or passage of time, or participants inboth, the Depositary ("Agent Members") shall have no rights under this Indenture would constitute a default with respect to the Global Notes. In any such event, the Issuing Agent shall issue, transfer and exchange Note held on their behalf certificates as requested by DTC in appropriate amounts pursuant to this Agreement. The Issuer shall pay all costs in connection with the Depositary or production, execution and delivery of such Note certificates. If Note certificates are issued, the Trustee as its custodianprovisions of this Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of, premium, if any, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of interest on such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holdercertificates. (bd) The Holder Notwithstanding any other provision of this Agreement to the contrary, so long as any Notes are evidenced by a Global Note may grant proxies Note, registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of (premium, if any) and otherwise authorize any Personinterest on such Notes and all notices with respect to such Notes shall be made and given, including Agent Members and Persons that may hold interests in such Global Note through Agent Membersrespectively, to take DTC as provided in the representation letter relating to the Notes among DTC, the Issuing Agent and the Issuer. The Issuing Agent is hereby authorized and directed to comply with all terms of the representation letter. (e) In connection with any notice or other communication to be provided to the holders of such Notes by the Issuer or the Issuing Agent with respect to any consent or other action which to be taken by the holders of such Notes, the Issuer or the Issuing Agent, as the case may be, shall seek to establish a Holder record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. Such notice to DTC shall be given only when DTC is entitled to take under this Indenture or the sole holder of the Notes. (cf) WheneverNeither the Issuer nor the Issuing Agent will have any responsibility or obligations to the Participants or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount due to any Beneficial Owner in respect of the principal of (premium, if any) or interest on the Notes, (iii) the delivery by DTC or any Participant of any notice to any Beneficial Owner, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Notes, or (v) any consent given or other action taken by DTC as a result holder of an optional redemption of Notes by the Company, a conversion Notes. So long as Cede & Co. is the Registered Holder of the Notes as nominee of DTC, references herein to the Notes or Registered Holders of the Notes shall mean Cede & Co. and shall not mean the Beneficial Owners of the Notes nor DTC Participants. (g) No Global Note may be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. (h) Upon the termination of the services of DTC with respect to any Global Note pursuant to the provision subsection (c) of Article XI this Section 14 after which no substitute book-entry depository is appointed, such Global Notes shall be registered in whatever name or an exchange for Certificated names holders transferring or exchanging such Global Notes pursuant to shall designate in accordance with the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofthis Agreement.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (a) The collectively, the “Rule 144A Global Note Note”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall initially be registered in the name of the Depositary or its a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Regulation S Notes shall be delivered to issued initially in the Note Custodian. So long as a form of one or more global Notes (collectively, the “Regulation S Temporary Global Note” and together with the Regulation S Permanent Global Note is (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or its nomineea nominee of the Depositary, members ofduly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to non-U.S. Persons subsequent to the initial distribution. One or more global Notes in definitive, or participants infully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the Depositary ("Agent Members"“IAI Global Note”) shall have no rights under this Indenture also be issued on the Issue Date, deposited with respect to the Global Note held on their behalf by Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as its custodianprovided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary may or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be treated terminated upon certification in form reasonably satisfactory to the Trustee, if required, that beneficial ownership interests in the Regulation S Temporary Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the CompanySecurities Act (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, all as contemplated by this Appendix A). Following the Trustee and any agent termination of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoingRestricted Period, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold beneficial interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Regulation S Temporary Global Note shall be surrendered by exchanged for beneficial interests in a Global Note (the Holder thereof “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee who shall cause an adjustment to be made to Schedule A thereof so that cancel the principal amount Regulation S Temporary Global Note. The provisions of such Global Note will be equal to the portion “Operating Procedures of such Global Note not redeemed, repurchased, converted or exchanged the Euroclear System” and shall thereafter return such Global Note to such Holder, provided that each such Global Note “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in a principal amount of $1.00 the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by participants through Euroclear or an integral multiple thereofClearstream.

Global Notes. (a) The Each Global Note authenticated under this Indenture shall initially be registered in the name of the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (B) has ceased to be a clearing agency registered as such under the Exchange Act, and in either case the Company fails to appoint a successor Depositary, (ii) the Company executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Notes in certificated form and that all Global Notes shall be exchanged in whole for Securities that are not Global Notes (in which case such exchange shall be effected by the Trustee) or (iii) there shall have occurred and be continuing an Event of Default with respect to the Note. (c) If any Global Note is to be exchanged for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee and be delivered to the Trustee, as Security Registrar, for exchange or cancellation as provided in this Article Three. If any Global Note Custodianis to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. So long as Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 306(c) and as otherwise provided in this Article Three, authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof. (e) The Depositary or its nominee, members ofas registered owner of a Global Note, or participants in, shall be the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner Holder of such Global Note for all purposes. Notwithstanding purposes under the foregoing, nothing herein shall (i) prevent the CompanyIndenture, the Trustee or Notes and the Senior Subordinated Guarantees, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any agent such owner's beneficial interest in a Global Note will be shown only on, and the transfer of the Company or the Trustee from giving effect to any written certificationsuch interest shall be effected only through, proxy or other authorization furnished records maintained by the Depositary or (ii) impair, as between the Depositary and its nominee or its Agent Members. SECTION 306. Registration, the operation Registration of customary practices governing the exercise of the rights of a HolderTransfer and Exchange Generally; Restrictions on Transfer and Exchange; Securities Act Legends. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. The Series A Notes are being offered and sold by the Company pursuant to the Purchase Agreement. The Series A Notes offered and sold in reliance on Rule 144A under the Securities Act (a"Rule 144A") to QIBs, or offered and sold to IAIs, both as provided in the Purchase Agreement, will be issued in denominations of $1,000 and integral multiples thereof on the Issue Date initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and the Restricted Securities Legend set forth in Exhibit A hereto (each, respectively, a "U.S. Global Note" or an "IAI Global Note") which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, initially The Depository Trust Company ("DTC"), duly executed by the Company and authenticated by the Trustee as hereinafter provided, and registered in the name of DTC or its nominee, in each case for credit to the accounts of DTC's Direct Participants and Indirect Participants. The aggregate principal amount of the U.S. Global Note or the IAI Global Note, as the case may be, may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in connection with the transfer or exchange of interests, as hereinafter provided. The Series A Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S"), as provided in the Purchase Agreement, will be issued in denominations of $1,000 and integral multiples thereof on the Issue Date initially in the form of a single, temporary, global Note in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Securities Legend set forth in Exhibit A hereto (the "Regulation S Temporary Global Note"). The Regulation S Temporary Global Note will be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, initially DTC, and registered in the name of a nominee of DTC for credit to the accounts of Indirect Participants at the Euroclear System ("Euroclear") and Cedel Bank, societe anonyme ("CEDEL"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with the transfer of interests as hereinafter provided. The Applicable Procedures shall initially apply to interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note (as defined herein) that are held by the Holders through Euroclear or Cedel. Upon consummation of the Exchange Offer, the Series B Notes may be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend but not the Restricted Securities Legend set forth in Exhibit A hereto, registered in the name of the Depositary or its a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of such Global Notes may from time to time be delivered to increased or decreased by adjustments made on the Note Custodian. So long as a Global Note is registered in records of the name of Trustee and the Depositary or its nominee, members of, in connection with the transfer or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent exchange of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairinterests, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderhereinafter provided. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (acollectively, the “Rule 144A Global Note”) The and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary Custodian or its a nominee of the Custodian, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) may also be delivered to issued on the Note Issue Date, deposited with the Custodian. So long as a Global Note is , and registered in the name of the Depositary Custodian or its nomineea nominee of the Custodian, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf duly executed by the Depositary or Issuer and authenticated by the Trustee as its custodian, and provided in this Indenture to accommodate transfers of beneficial interests in the Depositary may be treated by Notes to IAIs subsequent to the Companyinitial distribution. The Rule 144A Global Note, the Trustee IAI Global Note, the Regulation S Global Note and any agent Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the Company outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary applicable, to reflect exchanges and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder redemptions. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the aggregate principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note outstanding Notes represented thereby shall be made by the Paying Agent or the Registrar in a principal amount accordance with instructions given by the holder thereof as required by Section 2.06 of $1.00 or an integral multiple thereof.this Indenture and Section 2.2(c) of this Appendix A.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (acollectively, the “Rule 144A Global Note”) The and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered S- 1 upward (collectively, the “Regulation S Global Note Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or its a nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nomineeDepositary, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf duly executed by the Depositary or Company and authenticated by the Trustee as its custodianprovided in the Indenture. Notes offered and sold to IAIs shall be issued initially in the form of one or more IAI Global Notes, and substantially in the Depositary may be treated form set forth in Exhibit A, deposited with the Custodian, duly executed by the Company, the Trustee Company and any agent of the Company or authenticated by the Trustee as hereinafter provided and shall bear the absolute owner of such Global Notes Legend and Restricted Notes Legend. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for all purposes. Notwithstanding interests in the foregoing, nothing herein shall (i) prevent the CompanyRule 144A Global Note, the Trustee IAI Global Note or any agent Note without a Restricted Notes Legend until the expiration of the Company Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary applicable, to reflect exchanges and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder redemptions. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes. (c) WheneverCustodian, as a result of an optional redemption of Notes by at the Company, a conversion direction of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofTrustee, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered accordance with instructions given by the Holder thereof to as required by Section 2.06 of the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount Indenture and Section 2.3(c) of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.this Appendix A.

Global Notes. (a) The If any Global Note is to be exchanged for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the Depository or its nominee to the Security Registrar for exchange or cancellation as provided in Section 305 of the Indenture. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall initially be so surrendered for exchange or cancellation as provided in Section 305 of the Indenture or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Security Registrar, in accordance with the Applicable Procedures, shall instruct the Depository or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 3.02(b) and as otherwise provided in the Indenture (as amended and supplemented by this Third Supplemental Indenture), authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the written order of, and registered in such names as may be directed by, the name Depository or its authorized representative. Upon the request of the Depositary Trustee in connection with the occurrence of any of the events specified in the eighth paragraph of Section 305 of the Indenture, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depository or its nominee authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures. (b) Every Note authenticated and be delivered to the Note Custodian. So long as upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary Depository for such Global Note or a nominee thereof. (c) The Depository or its nominee, members ofas registered owner of a Global Note, or participants in, shall be the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner Holder of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Companypurposes under this Third Supplemental Indenture, the Trustee or any agent Indenture and the Notes, and owners of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of beneficial interests in a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may shall hold such interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofApplicable Procedures. Accordingly, any such owner's beneficial interest in a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to shown only on, and the portion transfer of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note interest shall be in a principal amount of $1.00 effected only through, records maintained by the Depository or an integral multiple thereofits nominee or its Agent Members.

Global Notes. If distributed to holders of ------------ Preferred Securities in connection with the involuntary or voluntary liquidation and dissolution of the Trust: (ai) If the Preferred Securities are held in book-entry form, the Initial Notes may be presented to the Trustee by the Property Trustee in exchange for a Global Security in the form of Exhibit A in an aggregate principal amount equal to all Outstanding Notes (a "Global Note"). The Depositary for the Global Note will be The Depositary Trust Company, as depositary (the "Depositary"). The Global Note shall initially will be registered in the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nominee, members ofCede & Co., or participants in, and delivered by the Trustee to the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf or a custodian appointed by the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Property Trustee. The Company upon any such presentation shall execute a Global Note in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. Payments on the Notes issued as a Global Note will be made to the Depositary or its nominee. (ii) If any Preferred Securities are held in non book-entry certificated form ("Non Book-Entry Preferred Securities"), the Initial Notes may be presented to the Trustee by the Property Trustee, and such Non Book-Entry Preferred Securities will be deemed to represent beneficial interests in Notes presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until the Preferred Security Certificates representing such Non Book-Entry Preferred Securities are presented to the Security Registrar for transfer or reissuance, at which time such Preferred Security Certificates will be canceled and a Note registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this First Supplemental Indenture. On issue of such Notes, Notes with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled. (iii) Unless and until it is exchanged for the Notes in registered form, a Global Note may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (iv) If (a) at any time the Depositary for Global Notes notifies the Company that it is unwilling or unable to continue as its custodianDepositary for such Global Notes or if at any time the Depositary for such Global Notes shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such Global Notes is not appointed by the Depositary Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (b) the Company determines in its sole discretion that the Notes shall no longer be treated represented by one or more Global Notes and delivers to the Trustee an Officers' Certificate evidencing such determination, then the Company will execute and the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, the Trustee will authenticate and any agent deliver Notes of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoinglike tenor in definitive registered form, nothing herein shall (i) prevent the Companyin authorized denominations, the Trustee or any agent of the Company or the Trustee from giving effect and in aggregate principal amount equal to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of the Global Notes in exchange for such Global Note will Notes. Upon the exchange of Global Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Notes shall be equal canceled by the Trustee. Such Notes in definitive registered form issued in exchange for Global Notes pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall make available for delivery such Notes to the portion of Persons in whose names such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofNotes are so registered.

Global Notes. The Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated February 21, 2018, among the Issuer, the Guarantors and Deutsche Bank Securities Inc., as representative of the several initial purchasers named therein. The Initial Notes and any Additional Notes (aif issued as Restricted Notes) The (the “Additional Restricted Notes”) shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent Global Note substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Rule 144A Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Securities Custodian, as hereinafter provided. Initial Notes and any Additional Restricted Notes offered and sold outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall initially be registered issued in the name form of the Depositary or its nominee and be delivered to the Note Custodian. So long as a permanent Global Note is registered substantially in the name form of Annex A, including appropriate legends as set forth in Section 302 (the Depositary or its nominee“Regulation S Global Note”), members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf duly executed by the Depositary or Issuer and authenticated by the Trustee as its custodianherein provided and deposited upon issuance with the Trustee, as Securities Custodian, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be held through Euroclear and Clearstream, and may only be transferred to Non-U.S. Persons pursuant to Regulation S, unless exchanged for interests in another Global Note in accordance with the Depositary transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note after the Restricted Period through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be treated represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Securities Custodian, as hereinafter provided. Initial Notes and Additional Restricted Notes resold to IAIs (the “Institutional Accredited Investor Notes”) in the United States of America shall be issued in the form of a permanent Global Note substantially in the form of Annex A including appropriate legends as set forth in Section 302 (the “Institutional Accredited Investor Global Note”), duly executed by the Company, the Trustee Issuer and any agent of the Company or authenticated by the Trustee as herein provided and deposited upon issuance with the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairTrustee, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) Securities Custodian. The Holder of a Institutional Accredited Investor Global Note may grant proxies and otherwise authorize any Personbe represented by more than one certificate, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or if so required by DTC’s rules regarding the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment maximum principal amount to be made to Schedule A thereof so that the represented by a single certificate. The aggregate principal amount of such the Institutional Accredited Investor Global Note will may from time to time be equal to increased or decreased by adjustments made on the portion records of such the Trustee, as Securities Custodian, as hereinafter provided. Exchange Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes shall be issued in the form of a permanent Global Note, substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Exchange Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Exchange Global Note not redeemedmay be represented by more than one certificate, repurchasedif so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, converted or exchanged and shall thereafter return such the Regulation S Global Note, the Institutional Accredited Investor Global Note to such Holder, provided that each such and the Exchange Global Note shall be in a principal amount of $1.00 or an integral multiple thereofare sometimes collectively herein referred to as the “Global Notes.”

Global Notes. (a) The Each Global Note authenticated under this Indenture shall initially be registered in the name of the Depositary designated by the Company for such Global Note or its a nominee thereof and be delivered to the such Depositary or a nominee thereof or custodian therefor, and each such Global Note Custodian. So long as shall constitute a single Note for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note is registered in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (B) has ceased to be a clearing agency registered as such under the Exchange Act, and in either case the Company fails to appoint a successor Depositary within 90 days, (ii) the Company, at its option, executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Notes in certificated form and that all Global Notes shall be exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee) or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to such Global Note. (c) If any Global Note is to be exchanged for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nomineenominee to the Trustee, members ofas Note Registrar, for exchange or cancellation as provided in this Article Three. If any Global Note is to be exchanged for other Notes or cancelled in part, or participants inif another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall then either (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the Holder portion thereof to the Trustee who shall cause an adjustment be so exchanged or cancelled, or equal to be made to Schedule A thereof so that the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note will be equal Note, the Trustee shall, subject to the portion of Section 3.06(c) and as otherwise provided in this Article Three, authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not redeemedin the form of Global Notes. The Trustee shall be entitled to rely upon any order, repurchaseddirection or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, converted direction or exchanged request is given or made in accordance with the Applicable Procedures. (d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall thereafter return such Global Note to such Holderbe, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.Global

Global Notes. (a) The Global Note 7-Year Dollar Notes and the 10-Year Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially be registered in the name form of one or more Dollar U.S. Global Notes, which shall be deposited with the Dollar Depositary on behalf of the purchasers of the Dollar Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Dollar International Global Notes of the same series, which shall be deposited with the Dollar Depositary on behalf of the purchasers of the Dollar Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. If and when permitted under the Securities Act, one or more Dollar Unrestricted Global Notes shall be issued from time to time in exchange for Dollar Restricted Global Notes of the same series representing a corresponding aggregate principal amount of Dollar Notes in accordance with the provisions of this Article II and shall be deposited with the Dollar Depositary on behalf of the Holders of the Dollar Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one Sterling U.S. Global Note, which shall be deposited with the Common Depositary on behalf of the purchasers of Sterling Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one Sterling International Global Note, which shall be deposited with the Common Depositary on behalf of the purchasers of the Sterling Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. If and when permitted under the Securities Act, one or more Sterling Unrestricted Global Notes may be issued from time to time in exchange for Sterling Restricted Global Notes representing a corresponding aggregate principal amount of Sterling Notes in accordance with the provisions of this Article II and shall be deposited with the Common Depositary on behalf of the Holders of the Sterling Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Except as set forth in Section 2.07(a) hereof, the Dollar Global Notes may be transferred, in whole and not in part, only to a successor of the Dollar Depositary or its nominee and be delivered to the Note Custodian. So long as a Sterling Global Note is registered in the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary Notes may be treated by the Companytransferred, the Trustee in whole and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged not in part, such Global Note shall be surrendered by only to a successor of the Holder thereof to Sterling Depositaries, the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted Common Depositary or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereoftheir respective nominees.

Global Notes. (a) The Global Note shall Any Notes that are no longer part of New PEPS Units will be issued initially be registered in the name form of one or more Global Notes (the Depositary or its nominee and be delivered to the Note Custodian. So long as a Global Note is "GLOBAL NOTES") registered in the name of the Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, members ofsuch Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or participants into a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) the Corporation, in its sole discretion, determines that it will no longer have the Notes represented by Global Notes, the Depositary ("Agent Members") shall have no rights under this Indenture with respect Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note held on their behalf or Notes in exchange for such Global Senior or Notes. Upon exchange of the Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall be cancelled by the Depositary Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee as its custodian, and shall deliver such Securities to the Depositary may be treated by Clearing Agency for delivery to the CompanyPersons in whose names such Securities are so registered. None of the Corporation, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the CompanyGuarantor, the Trustee or any agent of the Company Corporation, the Guarantor or the Trustee from giving effect to will have any written certification, proxy responsibility or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise liability for any aspect of the rights records relating to or payments made on account of a Holder. (b) The Holder beneficial ownership interests of a Global Note may grant proxies and otherwise authorize or maintaining, supervising or reviewing any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note records relating to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofbeneficial ownership interest.

Global Notes. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes, substantially in the form of Exhibits A and B attached hereto (a) The including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall initially represent such of the aggregate principal amount of the Outstanding Notes as shall be registered specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 204 hereof. Each Global Note (i) shall be registered, in the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as a designated for such Global Note is registered pursuant to Section 204, or in the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner a nominee of such Global Note for all purposes. Notwithstanding the foregoingDepositary, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairshall be deposited with the Trustee, as between Custodian for the Depositary, and (iii) shall bear a legend substantially as follows: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." Each Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of designated pursuant to Section 204 for a Global Note may grant proxies must, at the time of its designation and otherwise authorize at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture other applicable statute or the Notesregulation. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) The Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note shall initially be registered Legend thereon and the “Schedule of Exchanges of Interests in the name Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the Depositary outstanding Notes as will be specified therein and each will provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or its nominee increased, as appropriate, to reflect exchanges, redemptions and be delivered to the Note Custodianpayments of PIK Interest. So long as Any endorsement of a Global Note is registered to reflect the amount of any increase or decrease in the name aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Notes Custodian, at the direction of the Depositary Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.2 hereof or its nominee, members by the Company as provided for in Section 2.03(e) of the Indenture. Members of, or direct or indirect participants in, the Depositary Depository, Euroclear or Clearstream ("“Agent Members"”) shall have no rights under this Indenture with respect to the any Global Note held on their behalf by the Depositary Depository or under the Trustee as its custodian, and the Depositary Global Notes. The Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Notes for all purposespurposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (ii) impair, as between the Depositary Depository, Euroclear or Clearstream, as the case may be, and its their respective Agent Members, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository, Euroclear or Clearstream, as the case may be, and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (i) the Depository (x) notifies the Company that it is unwilling or unable to continue as depository for such Global Note and the Company thereupon fails to appoint a successor depository or (y) has ceased to be a clearing agency registered under the Exchange Act and a successor depository is not appointed, or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Note. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested in writing by or on behalf of the Depository, in accordance with its customary procedures. (c) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to Section 2.1(a), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (d) The Holder of a any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (a) The collectively, the “Rule 144A Global Note Note”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall initially be registered in the name of the Depositary or its a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Regulation S Notes shall be delivered to issued initially in the Note Custodian. So long as a form of one or more global Notes (collectively, the “Regulation S Temporary Global Note” and together with the Regulation S Permanent Global Note is (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes Legend, the Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or its nomineea nominee of the Depositary, members ofduly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to non-U.S. Persons subsequent to the initial distribution. One or more global Notes in definitive, or participants infully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the Depositary ("Agent Members"“IAI Global Note”) shall have no rights under this Indenture also be issued on the Issue Date, deposited with respect to the Global Note held on their behalf by Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as its custodianprovided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary may or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be treated terminated upon certification in form reasonably satisfactory to the Trustee, if required, that beneficial ownership interests in the Regulation S Temporary Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the CompanySecurities Act (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, all as contemplated by this Appendix A). Following the Trustee and any agent termination of the Company or the Trustee as the absolute owner Restricted Period, upon receipt of such Global Note for all purposes. Notwithstanding the foregoingan Issuer Order, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold beneficial interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Regulation S Temporary Global Note shall be surrendered by exchanged for beneficial interests in a Global Note (the Holder thereof “Regulation S Permanent Global Note”) pursuant to the Applicable Procedures of the Depositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee who shall cause an adjustment to be made to Schedule A thereof so that cancel the principal amount Regulation S Temporary Global Note. The provisions of such Global Note will be equal to the portion “Operating Procedures of such Global Note not redeemed, repurchased, converted or exchanged the Euroclear System” and shall thereafter return such Global Note to such Holder, provided that each such Global Note “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in a principal amount of $1.00 the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by participants through Euroclear or an integral multiple thereofClearstream.

Global Notes. (a) The Global Note shall initially If (a) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to act as depositary or the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice or cessation or (b) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Series A Notes in definitive form under this Indenture, then, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Notes and surrender by the Depositary of the Global Notes, certificated Notes will be issued to each person that the Depositary identifies as the beneficial owner of the Notes represented by the Global Notes. Upon any such issuance, the Trustee is required to register such certificated Notes in the name of such person or person (or the nominee of any thereof) and cause the same to be delivered thereto. Neither the Company nor the Trustee shall be liable for any delay by the Depositary or its nominee and be delivered to any Participant or Indirect Participant in identifying the Note Custodian. So long as a Global Note is registered in the name beneficial owners of the Depositary or its nomineerelated Series A Notes and each such person may conclusively rely on, members ofand shall be protected in relying on, or participants in, instructions from the Depositary for all purposes ("Agent Members") shall have no rights under this Indenture including with respect to the Global Note held on their behalf by registration and delivery and the Depositary or respective principal amount, of the Trustee as its custodianNotes to be issued). If after the occurrence of an Event of Default, Noteholders representing beneficial interests aggregating at least a majority of the Outstanding principal amount of the Notes advise the Trustee, the Company and the Depositary may be treated by through DTC Participants in writing that the Companycontinuation of a book-entry system through the Depositary is no longer in the best interests of the Note Owners, then the Trustee shall within ten days give notice to the Noteholders of the occurrence of any such event and any agent of the availability of certificated Notes in authorized denominations in accordance with the instructions of the Depositary. Any certificated Note delivered in exchange for a portion of a Global Note shall, except as otherwise provided in Section 2.05(h), bear the Legend regarding transfer restrictions set forth on the form of Note attached as Exhibit A hereto. None of the Company or the Trustee as the absolute owner shall be liable for any delay in delivery of such Global Note for all purposesinstructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Notwithstanding Upon the foregoing, nothing herein shall (i) prevent the Companyissuance of certificated Notes, the Trustee or any agent shall recognize the holders of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, Notes as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a HolderNoteholders. (b) The Holder Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, in whole or in part, shall only be made (x) in the case of transfers of portions of a Global Note may grant proxies to beneficial owners thereof in certificated form, in accordance with subsection (a) of this Section 2.13, and otherwise authorize any Person(y) in all other cases, including Agent Members in accordance with this subsection (b) (and Persons that may hold interests subject, in such Global Note through Agent Memberseach case, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of any Legend (as defined herein) imprinted on such Global Note). (i) TRANSFERS OF GLOBAL NOTES AS SUCH. Subject to clauses (ii) through (v) of this Section 2.6(a) hereof2.13(b), transfers of a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof limited to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount transfers of such Global Note will be equal in whole, and not in part, to nominees of the portion Depositary or to a successor of the Depositary or such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofsuccessor's nominee.

Global Notes. (ai) The Each Global Note shall initially will be registered in the name of the Depositary or its nominee and be delivered and, so long as DTC is serving as the Depositary thereof, will bear the following legends: Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Note Custodian. So long as a Global Note Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in 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 a beneficial interest herein. This Note is a Global Note within the meaning of the Indenture hereinafter referred to, and is registered in the name of a Depositary or a nominee of a Depositary. This Note is exchangeable for Notes registered in the name of a person other than DTC or its nomineenominee only in the limited circumstances described in the Indenture, members ofand no transfer of this Note (other than a transfer of this Note as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC) may be registered except in limited circumstances. (ii) Each Global Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or participants in, the Depositary their respective nominees. ("Agent Members"iii) shall Participants will have no rights under this the Indenture with respect to the any Global Note held on their behalf by the Depositary or the Trustee as its custodianDepositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposespurposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or its nominee may grant proxies and otherwise authorize any person (iiincluding any Participant and any Person that holds a beneficial interest in a Global Note through a Participant) to take any action which a Holder is entitled to take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holderholder of any security. (biv) The Holder of If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note may grant proxies and otherwise authorize any Persona successor depositary is not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, including Agent Members and Persons that may hold interests the Trustee will promptly exchange each beneficial interest in such the Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the Notes. (c) Whenevername of the owner of such beneficial interest, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof identified to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that by the principal amount of such Depositary, and thereupon the Global Note will be equal deemed canceled. If such Note was a U.S. Global Note or a Temporary Offshore Global Note, then each Certificated Note issued in exchange therefor will bear the Restricted Legend; provided that any Holder of a Certificated Note issued in exchange for a beneficial interest a Temporary Offshore Global Note will have the right upon presentation to the portion Trustee of a duly completed Certificate of Beneficial Ownership after the Restricted Period to exchange such Certificated Note for a Certificated Note of like tenor and amount that does not bear the Restricted Legend, registered in the name of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) The Each Global Note authenticated ------------- under this Indenture shall initially be registered in the name of the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (B) has ceased to be a clearing agency registered as such under the Exchange Act, and in either case the Company fails to appoint a successor Depositary, (ii) the Company executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Note in certificated form and that all Global Notes shall be exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee) or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Notes. (c) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee and be delivered to the Trustee, as Note CustodianRegistrar, for exchange or cancelation as provided in this Article III. So long If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancelation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Notes to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 3.06(c) and as otherwise provided in this Article III, authenticate and deliver any Notes issuable in exchange for such Global Notes (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof. (e) The Depositary or its nominee, members ofas registered owner of a Global Note, or participants in, shall be the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner Holder of such Global Note for all purposespurposes under the Indenture and the Notes, and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Notwithstanding Accordingly, any such owner's beneficial interest in a Global Note will be shown only on, and the foregoingtransfer of such interest shall be effected only through, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished records maintained by the Depositary or (ii) impair, as between the Depositary and its nominee or its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) The Notes issued in global form will be substantially in the form of Exhibit A (including the Global Note shall initially be registered Legend thereon and the “Schedule of Exchanges of Interests in the name Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A (but without the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the Depositary outstanding Notes as will be specified therein and each will provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or its nominee increased, as appropriate, to reflect exchanges, redemptions and be delivered to the Note Custodianpayments of PIK Interest. So long as Any endorsement of a Global Note is registered to reflect the amount of any increase or decrease in the name aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Notes Custodian, at the direction of the Depositary Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.2 hereof or its nominee, members by the Company as provided for in Section 2.03(e) of this Indenture. Members of, or direct or indirect participants in, the Depositary Depository, Euroclear or Clearstream ("“Agent Members"”) shall have no rights under this Indenture with respect to the any Global Note held on their behalf by the Depositary Depository or under the Trustee as its custodian, and the Depositary Global Notes. The Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Notes for all purposespurposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (ii) impair, as between the Depositary Depository, Euroclear or Clearstream, as the case may be, and its their respective Agent Members, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository, Euroclear or Clearstream, as the case may be, and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (i) the Depository (x) notifies the Company that it is unwilling or unable to continue as depository for such Global Note and the Company thereupon fails to appoint a successor depository or (y) has ceased to be a clearing agency registered under the Exchange Act and a successor depository is not appointed, or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Note. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested in writing by or on behalf of the Depository, in accordance with its customary procedures. (c) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to Section 2.1(a), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (d) The Holder of a any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) Notes offered and sold to Qualified Institutional Buyers pursuant to Rule 144A shall be issuable in whole or in part in the form of one or more permanent Global Securities in definitive, fully registered, book-entry form, without interest coupons (collectively, the “Rule 144A Global Notes”). The Rule 144A Global Notes shall be deposited on the Issue Date with, or on behalf of, the Depositary. Interests in a Rule 144A Global Note shall be available for purchase only by Qualified Institutional Buyers. (b) Notes offered and sold in offshore transactions to persons other than “U.S. persons,” as defined in Regulation S under the Securities Act (each, a “Non-U.S. Person”) in reliance on Regulation S under the Securities Act shall initially be registered issuable in whole or in part in the name form of one or more permanent Global Securities in definitive, fully registered, book-entry form, without interest coupons (collectively, the “Regulation S Global Notes”). (c) Each of the Rule 144A Global Notes and the Regulation S Global Notes (collectively, the “Global Notes”) shall represent such of the Notes as shall be specified therein and shall each provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges or redemptions. Any endorsement of a Global Note to reflect the amount, or any increase or decrease in the aggregate principal amount, of Notes represented thereby shall be reflected by the Trustee on Schedule A attached to the Note and made by the Trustee in accordance with written instructions or such other written form of instructions as is customary for the Depositary, from the Depositary or its nominee and be delivered to the Note Custodian. So long as on behalf of any Person having a Global Note is registered beneficial interest in the name of the Global Note. (d) The Depository Trust Company shall initially serve as Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by Notes. Such Global Notes shall bear the Depositary or legends set forth in the Trustee forms of Security attached as its custodian, Exhibits A and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a HolderB hereto. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) The Issuer may specify that the Notes are to be issued in whole or in part as one or more Global Notes. Each Global Note authenticated in accordance with this Indenture shall initially be registered in the name of the Depositary Depository designated for such Global Note or its a nominee thereof and be delivered to the such Depository or a nominee thereof or custodian therefor, and each such Global Note Custodianshall constitute a single Note for all purposes of this Indenture. So long as Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book-entry accounts of Participants on behalf of the Beneficial Owners of such Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture, Beneficial Owners shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or Holders thereof under this Indenture. Nothing herein shall prevent Beneficial Owners from voting such Notes using duly executed proxies. (b) Every Note authenticated and delivered upon registration of transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary Depository for such Global Notes or its nomineea nominee thereof. (c) Notes issued to a Depository in the form of Global Notes shall be subject to the following in addition to the provisions of Section 2.8(b), members ofunless and until Definitive Notes have been issued to Beneficial Owners pursuant to Section 2.8(b): (i) the Trustee may deal with such Depository for all purposes as the sole Holder of the Notes and the authorized representative of the Beneficial Owners of such Notes; (ii) the rights of the Beneficial Owners of such Notes shall be exercised only through such Depository and the rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners, and must be exercised through a Participant in accordance with the rules and procedures of the Depository; (iii) whenever this Indenture requires or participants inpermits actions to be taken based upon instructions or directions of Holders evidencing a specified percentage of the outstanding Notes, the Depositary Depository shall be deemed to be counted in that percentage to the extent that it has received instructions to such effect from Beneficial Owners or Participants; ("Agent Members"iv) such Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants; (v) the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Global Note Notes held on their behalf by the Depositary or the Trustee as its custodiansuch Depository, and the Depositary such Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Note Notes for all purposes. Notwithstanding the foregoing, nothing herein shall purposes whatsoever; (ivi) prevent the Companywhenever a notice or other communication is required to be provided to Holders, the Trustee or any agent shall provide all such notices and communications to the Depository for delivery of such notices and communications to the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder.Beneficial Owners in accordance with Applicable Securities Laws; and (bvii) The Holder notwithstanding any other provision of a Global Note may grant proxies and otherwise authorize any Personthis Indenture, including Agent Members and Persons that may hold interests all payments in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption respect of Notes issuable in the form of or represented by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered made through the Paying Agent to the Depository or its nominee for subsequent payment by the Holder thereof Depository or its nominee to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple Beneficial Owners thereof.

Global Notes. (a) The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of Rule 144A Global Note Notes, which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with a custodian of the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be delivered to issued initially in the Note Custodian. So long form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as a Global Note is custodian for the Depositary, and registered in the name of the Depositary or its nominee, members of, or participants in, the nominee of the Depositary ("Agent Members") shall have no rights under this Indenture with respect to for the Global Note held accounts of designated agents holding on their behalf of Euroclear or Cedel, duly executed by the Depositary or Company and authenticated by the Trustee as its custodian, and hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the Depositary may be treated receipt by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent a written certificate from the CompanyDepositary, the Trustee or any agent together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the Company or aggregate principal amount of the Trustee Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from giving effect to any written certificationregistration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, proxy or other authorization furnished all as contemplated by the Depositary or Section 2.06(a)(ii) hereof), and (ii) impair, an Officers' Certificate from the Company certifying as between to the Depositary and its Agent Members, same matters covered in clause (i) above. Following the operation of customary practices governing the exercise termination of the rights of a Holder. (b) The Holder of a 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold shall be exchanged for beneficial interests in such Regulation S Permanent Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision Applicable Procedures. Simultaneously with the authentication of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofRegulation S Permanent Global Notes, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that cancel the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.Regulation S

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (a) The collectively, the "RULE 144A GLOBAL NOTES"); Regulation S Notes shall be issued initially in the form of one or more temporary global Notes (collectively, the "TEMPORARY REGULATION S GLOBAL NOTES"), in each case without interest coupons and bearing the Global Note Notes Legend and Private Placement Legend, which shall initially be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary or its a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Temporary Regulation S Global Note shall not be delivered exchangeable for interests in the Rule 144A Global Note, a permanent global Note (the "PERMANENT REGULATION S GLOBAL NOTE" and, together with the Temporary Regulation S Global Note, the "REGULATION S GLOBAL NOTES") or any other Note without a Private Placement Legend until the expiration of the Restricted Period. If any Initial Additional Notes are IAI Notes offered and sold by the Company or initially resold by an Initial Purchaser thereof, such IAI Notes shall not be represented by a Global Note. The Rule 144A Global Notes and the Regulation S Global Notes are each referred to the Note Custodian. So long herein as a "GLOBAL NOTE" and are collectively referred to herein as "GLOBAL NOTES," PROVIDED, that the term "Global Note" when used in Sections 2.1(b), 2.1(c), 2.1(d), 2.2(g)(i), 2.2(h)(i) and 2.3 shall also include any Note in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount of each Global Note is registered in may from time to time be increased or decreased by adjustments made on the name records of the Trustee and the Depositary or its nomineenominee and on the schedules thereto as hereinafter provided; PROVIDED, members of, or participants inHOWEVER, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the aggregate principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note Notes outstanding at any time shall be as provided in a principal amount SECTION 303 of $1.00 or an integral multiple thereofthis Indenture except in accordance 123 with SECTION 306 of this Indenture.

Global Notes. (a) The Global Note shall Any Notes that are no longer part of New PEPS Units will be issued initially be registered in the name form of one or more Global Notes (the Depositary or its nominee and be delivered to the Note Custodian. So long as a "Global Note is Notes") registered in the name of the Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, members ofsuch Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or participants into a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) the Corporation, in its sole discretion, determines that it will no longer have the Notes represented by Global Notes, the Depositary ("Agent Members") shall have no rights under this Indenture with respect Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note held on their behalf or Notes in exchange for such Global Senior or Notes. Upon exchange of the Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall be cancelled by the Depositary Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee as its custodian, and shall deliver such Securities to the Depositary may be treated by Clearing Agency for delivery to the CompanyPersons in whose names such Securities are so registered. None of the Corporation, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the CompanyGuarantor, the Trustee or any agent of the Company Corporation, the Guarantor or the Trustee from giving effect to will have any written certification, proxy responsibility or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise liability for any aspect of the rights records relating to or payments made on account of a Holder. (b) The Holder beneficial ownership interests of a Global Note may grant proxies and otherwise authorize or maintaining, supervising or reviewing any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note records relating to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofbeneficial ownership interest.

Global Notes. (ai) The Global Any Note shall initially be registered issued in the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as exchange for a Global Note or any portion thereof shall be a Global Note, provided, however; that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. Notwithstanding any other provision of this Indenture, a Global Note shall not be exchanged in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees thereof, unless (1) the Depositary (A) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (B) ceases to be a clearing agency registered under the Exchange Act, and in either case the Issuer fails to appoint a successor depositary (as described below) or (2) there shall have occurred and be continuing an Event of Default with respect to the Notes. Any Global Note exchanged pursuant to clause (1) above shall be so exchanged from time to time in whole and not in part and any Global Note exchanged pursuant to clause (2) above may be exchanged from time to time in whole or in part as directed by the Depositary. (ii) The Issuer hereby designates DTC as the Depositary with respect to the Global Notes. If at any time DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time DTC has ceased to be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, the Issuer shall be entitled to appoint a successor depositary with respect to each Global Note and provide notice to the Trustee of such appointment. If (x) a successor depositary for such Global Note is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such unwillingness, inability or ineligibility, (y) an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal amount of the Notes represented by such Global Note advise DTC, with a copy to the Trustee and the Issuer, to cease acting as depositary for such Global Note or (z) the Issuer, in its sole discretion, determines at any time that all (but not less than all) Outstanding Notes issued or issuable in the form of a Global Note shall no longer be represented by such Global Note and advises the Trustee and DTC of such determination, then the Issuer shall execute, and the Trustee shall authenticate and deliver, definitive Notes of like class, rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Notes. On or after the earliest date on which such interests may be so exchanged as described above, each Global Note shall be surrendered for exchange by DTC to the Trustee; provided, however, that such exchange is subject to the terms of Section 3.8(b) herein. (b) Notes issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable legends provided for herein. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Transfer Agent located at the Corporate Trust Office to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered or exchanged or, if the Trustee is acting as custodian for the Depositary or its nomineenominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. Any Note delivered in exchange for the Global Note or any portion thereof shall, except as otherwise provided by Section 3.8, bear the legend regarding transfer restrictions required by Section 2.5. (c) Subject to the provisions in the legends required by Section 2.4 above, a registered Holder may grant proxies and otherwise authorize any Person, including any Agent Member and any Person who may hold an interest in an Agent Member, to take any action that such Holder is entitled to take under this Indenture. (d) In the event of the occurrence of any of the events specified in paragraph (a) of this Section 2.6, the Issuer will promptly make available to the Trustee a reasonable supply of certificated Notes of each Class in definitive, fully registered form. (e) Neither members of, or participants in, the Depositary ("Agent Members" and each an "Agent Member") nor any other Person on whose behalf Agent Members may act shall have no any rights under this Indenture with respect to the any Global Note held on its or their behalf by the Depositary or the Trustee as its custodianunder any such Global Note, and the Depositary may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee (including, without limitation, the Servicer) as the absolute owner of such Global Note for all purposespurposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a any Note. With respect to any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion deposited on behalf of the subscribers for the Notes pursuant represented thereby with the Trustee as custodian for the Depositary for credit to the provision of Article XI their respective accounts (or an exchange for Certificated Notes pursuant to such other accounts as they may direct) at Euroclear or Clearstream, Luxembourg, the provisions of Section 2.6(a) hereofthe "Operating Procedures of the Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream, a Global Note is redeemedLuxembourg, repurchasedrespectively, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof applicable to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofNotes.

Global Notes. (a) The Unless and until it is exchanged for the Notes in registered form, one or more global Notes in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Note shall initially Notes") may be registered transferred, in whole but not in part, only to the name Clearing Agency or a nominee of the Depositary or its nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nominee, members ofClearing Agency, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf a successor Clearing Agency selected or approved by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner to a nominee of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holdersuccessor Clearing Agency. (b) The Holder of a Global Note may grant proxies and otherwise authorize If at any Person, including Agent Members and Persons (i) time the Clearing Agency notifies the Company that may hold interests in such Global Note through Agent Members, it is unwilling or unable to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, continue as a result Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any time ceases to be a clearing agency registered under the Securities Exchange Act of an optional redemption 1934 at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Company becoming aware of Notes by the Clearing Agency's ceasing to be so registered, (iii) the Company, a conversion in its sole discretion, determines that the Global Notes shall be so exchangeable or (iv) there shall have occurred and be continuing an Event of Default, the Company will execute, and subject to Article II of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes pursuant in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the provision principal amount of Article XI or an the Global Note in exchange for Certificated Notes pursuant to such Global Note. Upon exchange of the provisions of Section 2.6(a) hereof, a Global Note is redeemedfor such Notes in definitive registered form without coupons, repurchasedin authorized denominations, converted or exchanged in part, such the Global Note shall be surrendered cancelled by the Holder thereof to Trustee. Such Notes in definitive registered form issued in exchange for the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be registered in a principal amount of $1.00 such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or an integral multiple thereofindirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered.

Global Notes. (a) The Each Global Note authenticated under this Indenture shall initially be registered in the name of the Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor depositary is not appointed by the Company within 90 days, or (B) has ceased to be a clearing agency registered as such under the Exchange Act, (ii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to such Global Note, or (iii) the Company executes and delivers to the Trustee a Company Order stating that all Global Notes shall be exchanged in whole for Notes that are not Global Notes (in which case such exchange shall be effected by the Trustee). Upon the occurrence in respect of any Global Note of any one or more of the conditions specified in clauses (i) (ii) or (iii) of the preceding sentence, such Global Note may be registered for transfer or exchange for Notes registered in the name of, or authenticated and delivered to, such Persons as the Depositary shall direct. All or any portion of a Global Note may be exchanged for a Note that has a like aggregate principal amount and is not a Global Note, upon 20 days' prior request made by the Depositary or its authorized representative to the Trustee. (c) If any Global Note is to be exchanged for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee and be delivered to the Trustee, as Note CustodianRegistrar, for exchange or cancellation as provided in this Article Three. So long If any Global Note is to be exchanged for other Notes or canceled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Three, or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 3.05(b) and as otherwise provided in this Article Three, authenticate and make available for delivery any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in Section 3.05(b), the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article Three, Section 10.06 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof. (e) The Depositary or its nominee, members ofas registered owner of a Global Note, or participants in, shall be the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner Holder of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Companypurposes under this Indenture, the Trustee or Notes and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any agent such owner's beneficial interest in a Global Note will be shown only on, and the transfer of the Company or the Trustee from giving effect to any written certificationsuch interest shall be effected only through, proxy or other authorization furnished records maintained by the Depositary or (ii) impair, as between the Depositary and its nominee or its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. Sterling Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of a Sterling 144A Global Note, which shall be deposited on behalf of the purchasers of the Sterling Notes represented thereby pursuant to the Sterling Deposit Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Sterling Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Sterling Notes represented thereby pursuant to the Sterling Deposit Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Sterling Unrestricted Global Notes shall be issued in accordance with Section 2.7 (ab)(iii), 2.7(d)(ii), 2.7(d)(iii) The and 2.7(f) and shall be deposited pursuant to the Sterling Deposit Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Dollar 144A Global Note(s) of each Class of Dollar Notes, which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby pursuant to the Dollar Deposit Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Dollar Regulation S Global Note(s) of each Class of Dollar Notes, which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby pursuant to the Dollar Deposit Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Dollar Unrestricted Global Notes shall be issued in accordance with Section 2.7 (b)(iii), 2.7(d)(ii), 2.7(d)(iii) and 2.7(f) and shall be deposited pursuant to the Dollar Deposit Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall initially be registered in the name represent such of the Depositary outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount at maturity of outstanding Discount Notes or its nominee aggregate principal amount outstanding of Cash Pay Notes, as applicable, from time to time endorsed thereon and that the aggregate principal amount at maturity of outstanding Discount Notes or aggregate principal amount of outstanding Cash Pay Notes, as applicable, represented thereby may from time to time be delivered reduced or increased, as appropriate, to reflect exchanges, transfers of interests therein, redemptions and repurchases in accordance with the Note Custodianterms of this Indenture. So long as Any endorsement of Schedule A to a Global Note is registered to reflect the amount of any increase or decrease in the name principal amount at maturity of outstanding Discount Notes or aggregate principal amount of Cash Pay Notes, as applicable, represented thereby shall be made by the Principal Paying Agent or the Registrar in accordance with Sections 2.7, 3.3, 4.13 and 4.15 hereof. Except as set forth in Section 2.7(a) hereof, the Dollar Global Notes may be transferred, in whole and not in part, only to a successor of the Dollar Book-Entry Depositary or its nomineeand the Sterling Global Notes may be transferred, members ofin whole and not in part, or participants in, only to a successor of the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Sterling Book-Entry Depositary or the Trustee as its custodian, and Note Custodian in accordance with the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holderapplicable Deposit Agreement. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. (a) The Unless and until it is exchanged for the Notes in registered form, one or more global Notes in principal amount equal to the aggregate principal amount of all outstanding Notes ("Global Note shall initially Notes") may be registered transferred, in the name of whole but not in part, only to the Depositary or its a nominee and be delivered to the Note Custodian. So long as a Global Note is registered in the name of the Depositary or its nominee, members ofDepositary, or participants in, the to a successor Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf selected or approved by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner to a nominee of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holdersuccessor Depositary. (b) The Holder of a Global Note may grant proxies and otherwise authorize If at any Person, including Agent Members and Persons time (i) the Depositary notifies the Company that may hold interests in such Global Note through Agent Members, it is unwilling or unable to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, continue as a result Depositary for the Global Notes and no successor Depositary shall have been appointed within 90 days after such notification, (ii) the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of an optional redemption 1934 at any time the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed within 90 days after the Company's becoming aware of Notes by the Depositary's ceasing to be so registered, (iii) the Company, a conversion in its sole discretion, determines that the Global Notes shall be exchangeable for Notes in definitive registered form or (iv) there shall have occurred and be continuing an Event of Default, the Company will execute, and subject to Article Five of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes pursuant in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the provision principal amount of Article XI or an the Global Note in exchange for Certificated Notes pursuant to such Global Note. Upon exchange of the provisions of Section 2.6(a) hereof, a Global Note is redeemedfor such Notes in definitive registered form without coupons, repurchasedin authorized denominations, converted or exchanged in part, such the Global Note shall be surrendered cancelled by the Holder thereof to Trustee. Such Notes in definitive registered form issued in exchange for the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be registered in a principal amount of $1.00 such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or an integral multiple thereofindirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Global Notes. (ai) The Global Any Note shall initially be registered issued in the name of the Depositary or its nominee and be delivered to the Note Custodian. So long as exchange for a Global Note or any portion thereof shall be a Global Note, provided, however, that any such Note so issued that is registered in the name of a Person other than the Depositary or its nomineea nominee thereof shall not be a Global Note. Notwithstanding any other provision of this Indenture, members ofa Global Note shall not be exchanged in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees thereof, or participants in, unless (1) the Depositary ("Agent Members"A) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (B) ceases to be a clearing agency registered under the Exchange Act, and in either case the Issuers fail to appoint a successor depositary (as described below) or (2) there shall have no rights under this Indenture occurred and be continuing an Event of Default. Any Global Note exchanged pursuant to clause (1) above shall be so exchanged from time to time in whole and not in part and any Global Note exchanged pursuant to clause (2) above may be exchanged from time to time in whole or in part as directed by the Depositary. (ii) The Issuers hereby designate DTC as the Depositary with respect to the Global Notes. If at any time DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time DTC has ceased to be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, the Issuers shall be entitled to appoint a successor depositary with respect to each Global Note held on their behalf and provide notice to the Note Trustee of such appointment. If (x) a successor depositary for such Global Note is not appointed by the Depositary Issuers within 90 days after the Issuers receive such notice or become aware of such unwillingness, inability or ineligibility, (y) an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal amount of the Notes represented by such Global Note advise DTC, with a copy to the Note Trustee and the Issuers, to cease acting as its custodiandepositary for such Global Note or (z) the Issuers, in their sole discretion, determine at any time that all (but not less than all) Outstanding Notes issued or issuable in the form of a Global Note shall no longer be represented by such Global Note and advise the Note Trustee and DTC of such determination, then the Issuers shall execute, and the Depositary Note Trustee shall authenticate and deliver, Notes in definitive form in an aggregate principal amount equal to the principal amount of such Global Notes. On or after the earliest date on which such interests may be treated so exchanged as described above, each Global Note shall be surrendered for exchange by DTC to the CompanyNote Trustee; provided, however, that such exchange is subject to the Trustee and terms of Section 2.1.10(b) herein, (b) Notes issued in exchange for a Global Note or any agent of the Company or the Trustee as the absolute owner portion thereof shall be issued in definitive, fully registered form, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable legends provided for all purposesherein. Notwithstanding the foregoing, nothing herein Any Global Note to be exchanged in whole shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished be surrendered by the Depositary to the Note Trustee at the Corporate Trust Office to be so exchanged. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered or (ii) impairexchanged or, if the Note Trustee is acting as between Custodian for the Depositary and or its Agent Membersnominee with respect to such Global Note, the operation principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of customary practices governing an appropriate adjustment made on the exercise records of the rights Note Trustee. Upon any such surrender or adjustment, the Note Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of a Holderthe Depositary or an authorized representative thereof. Any Note delivered in exchange for the Global Note or any portion thereof shall, except as otherwise provided by Section 2.1.10, bear the legend regarding transfer restrictions required by Section 2.1.7. (bc) The Subject to the provisions in the legends required by Section 2.1.7, a registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including any Agent Members Member and Persons that any Person who may hold interests an interest in such Global Note through an Agent MembersMember, to take any action which a that such Holder is entitled to take under this Indenture or the NotesIndenture. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.

Global Notes. This Section 2.4(b) shall apply to Global Notes. (ai) The Each Global Note authenticated under this Indenture shall initially be registered in the name of the Depositary designated for such Global Note or its a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. The Notes may be represented by one or more Global Notes. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary (1) has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (2) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary is not appointed within 90 days thereof, (B) the Issuer executes and delivers to the Trustee an Issuer Order providing that such Global Note shall be so transferable, registrable and exchangeable, and such transfers shall be registrable or (C) there shall have occurred and be delivered continuing an Event of Default with respect to the Notes. Any Global Note Custodianexchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depositary for such Global Note. So long as Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Notes registered only in the name or names of, such Person or Persons as the Depositary for such Global Note shall have directed, and no transfer thereof other than such a transfer may be registered. (iii) Subject to clause (ii) above, any exchange of a Global Note for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depositary for such Global Note shall direct. (iv) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section, Section 2.3 or 3.5 hereof or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of for such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple nominee thereof.

Global Notes. (a) The Notes shall be issued initially in the form of a permanent Global Note Security or Global Securities in fully registered form and shall initially be deposited with and registered in the name of a nominee of The Bank of New York Mellon, London Branch, as the common depository, for the accounts of Euroclear/Clearstream as Depositary or such other Depositary as any officer of the company may from time to time designate. Unless and until each such Global Security is exchanged for the Notes in certificated form, each Global Security may be transferred, in whole but not in part, and any payments on the Notes shall be made only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. If, (i) Clearstream or Euroclear is no longer willing or able to discharge its responsibilities properly or is no longer qualified to continue as depositary for the global Note, and neither the Trustee nor the Company have approved a qualified successor within 90 days; (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of certificated notes; or (iii) a Holder shall so request upon the occurrence and continuance of an Event of Default with respect to the Notes, the Company will issue notes in definitive form in exchange, in all or in part, as the case may be, for the registered global Note that had been held by the Depositary. Any Notes issued in definitive form in exchange for a registered global Note will be registered in the name of or names that the Depositary or its nominee and be delivered gives to the Note Custodian. So long as a Global Note is registered in the name of the Depositary Trustee or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any relevant agent of the Company or the Trustee as Trustee. The Company expects that the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished Depositary’s instructions will be based upon directions received by the Depositary or (ii) impair, as between from participants with respect to ownership of beneficial interests in the Depositary and its Agent Membersregistered global Note that had been held by the Depositary. In addition, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note Company may grant proxies and otherwise authorize at any Person, including Agent Members and Persons time determine that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Whenever, as a result of an optional redemption of Notes by the Company, a conversion of the Notes shall no longer be represented by a global Note and will issue Notes in definitive form in exchange for such global Note pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereof, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount of such Global Note will be equal to the portion of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereofprocedure described above.

Global Notes. (a) Except under the limited circumstances described below, Senior Notes represented by Global Notes will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form. The Global Notes described above may not be transferred except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or to a successor Depository or its nominee. (b) Except as otherwise provided in this First Supplemental Indenture, owners of beneficial interests in such Global Notes will not be considered the holders thereof for any purpose under the Indenture, and no Global Note representing a Senior Note shall initially be exchangeable, except for another Global Note of like denomination and to be registered in the name of the Depositary Depository or its nominee and be delivered or to the Note Custodian. So long as a Global Note is registered in the name of the Depositary successor Depository or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no . The rights under this Indenture with respect to the Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner holders of such Global Note for all purposes. Notwithstanding Notes shall be exercised only through the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesDepository. (c) WheneverA Global Note shall be exchangeable in whole or, from time to time, in part for Senior Notes in definitive registered form only as provided in the Indenture. If (i) at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Senior Notes or if at any time the Depository shall no longer be registered or in good standing as a result of an optional redemption of Notes by the Company, a conversion of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes “clearing agency” registered pursuant to the provisions of Section 2.6(a17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at such time as the Depository is required to be so registered and the Depository so notifies the Company and, in each case, the Company does not appoint a successor Depository within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) hereofany Event of Default or Default has occurred and is continuing with respect to the Senior Notes or (iii) subject to the applicable procedures of the Depository, a Global Note is redeemed, repurchased, converted or exchanged the Company in part, such Global Note its sole discretion determines that the Senior Notes shall be surrendered by the Holder thereof exchangeable for Senior Notes in definitive registered form and executes and, in each case, delivers to the Trustee who shall cause an adjustment to be made to Schedule A thereof so Note Registrar a written order of the Company providing that the Senior Notes shall be so exchangeable, the Senior Notes shall be exchangeable for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be in minimum denominations of $25, or any integral multiples of $25 in excess thereof (or in units, each unit representing $25), and be of like aggregate principal amount of such Global Note will be equal to and tenor as the portion of the Senior Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. None of the Company, the Trustee, any paying agent, the Note Registrar or any of their agents shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note that is exchangeable pursuant to such Holder, provided that each such Global Note this Section 1.05(c) shall be exchangeable for Senior Notes registered in a principal amount of $1.00 or an integral multiple thereofsuch names as the Depository shall direct.

Global Notes. 4(a)(2) Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered PP-1 upward (acollectively, the “4(a)(2) The Global Note Note”), the Rule 144A Notes shall be issued initially in the form of one or more permanent global Second Lien Exchangeable Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Second Lien Exchangeable Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Second Lien Exchangeable Notes represented thereby with the Custodian, and registered in the name of the Depositary or its a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Second Lien Exchangeable Notes Indenture. One or more global Second Lien Exchangeable Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be delivered to issued at the Note request of the Trustee, deposited with the Custodian. So long as a Global Note is , and registered in the name of the Depositary or its nomineea nominee of the Depositary, members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to the Global Note held on their behalf duly executed by the Depositary or Company and authenticated by the Trustee as its custodianprovided in this Second Lien Exchangeable Notes Indenture to accommodate transfers of beneficial interests in the Second Lien Exchangeable Notes to IAIs subsequent to the initial distribution. Any 4(a)(2) Global Note, Rule 144A Global Note, IAI Global Note, Regulation S Global Note and the Depositary may be treated by the Company, the Trustee Unrestricted Global Note is each referred to herein as a “Global Note” and any agent are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the Company outstanding Second Lien Exchangeable Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Second Lien Exchangeable Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Second Lien Exchangeable Notes represented thereby may from time to time be reduced or the Trustee as the absolute owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impairincreased, as between the Depositary applicable, to reflect exchanges and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) The Holder redemptions. Any endorsement of a Global Note may grant proxies and otherwise authorize to reflect the amount of any Person, including Agent Members and Persons that may hold interests increase or decrease in such Global Note through Agent Members, to take any action which a Holder is entitled to take under this Indenture the aggregate principal amount of outstanding Second Lien Exchangeable Notes represented thereby shall be made by the Trustee or the Notes. (c) WheneverCustodian, as a result of an optional redemption of Notes by at the Company, a conversion direction of the Notes pursuant to the provision of Article XI or an exchange for Certificated Notes pursuant to the provisions of Section 2.6(a) hereofTrustee, a Global Note is redeemed, repurchased, converted or exchanged in part, such Global Note shall be surrendered accordance with instructions given by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A thereof so that the principal amount as required by Section 2.06 of such Global Note will be equal to the portion this Second Lien Exchangeable Notes Indenture and Section 2.2(c) of such Global Note not redeemed, repurchased, converted or exchanged and shall thereafter return such Global Note to such Holder, provided that each such Global Note shall be in a principal amount of $1.00 or an integral multiple thereof.this Appendix A.