Common use of Global Notes Clause in Contracts

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Note or 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply 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 “Global Note”), and if issued as one or more Global Notes. (i) Each Global Note authenticated under this Indenture , the Depositary shall be The 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 Depository designated for such Global Note or a nominee thereof and delivered Purchase Contract Agent pursuant to such Depository or a nominee thereof or custodian thereforSection 2.03 are issued, and each such Global Note the Company shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by also issue 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, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any Person other than case where the Depository 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 such Global Note or a nominee thereof unless Notes in certificated form only (Ax) such Depository (1) has notified if the Issuer Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) has ceased if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, and the Company has not appointed a successor Depository is not appointed Depositary within 90 days thereofof that notice or of its becoming aware of such cessation or (y) upon recreation of Corporate Units; provided 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 to be exchanged. Except as provided above, (B) 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 Issuer executes Holders thereof for any purpose under the Indenture. Unless and delivers to the Trustee a Authentication Order providing that 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 the Notes shall be so transferablemade, registrable and exchangeableonly to the Depositary or a nominee of the Depositary, or (C) there shall have occurred and be continuing an Event to a successor Depositary selected or approved by the Company or to a nominee of Default with respect to the Global Notessuch successor Depositary. Any Global Note exchanged that is exchangeable 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. 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 (iix) 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 the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such name or names as the Depository for such Global Note Depositary 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture 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 (the “Regulation S 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 Depository designated for such Global Note or 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Noteits 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 increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note 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 Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) 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 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 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 Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter 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 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 transferred to interests in a Global Note upon transfer of such Note to someone other than the Issuer or a Subsidiary permitted hereby.

Global Notes. This Section 2.07(c) Any Notes subsequently issued in global form, without interest coupons, shall apply to be substantially in the form of Exhibits A2-A4 attached hereto (including the Global NotesNote Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). (i) Each Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Note authenticated under this Indenture Notes in the manner set forth herein, the Notes resold or otherwise transferred to QIBs in reliance on Rule 144A shall be registered issued in the name form of the Depository designated for such Global Note or 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 144A Global Notes, and such Global Notes may which shall be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notesdeposited with, or any combination thereofon 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) Notwithstanding any other provision in this Indenture, no Following the Issue Date and the exchange of the Restricted Definitive Notes for 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 manner set forth herein, the Notes resold or otherwise transferred in reliance on Regulation S shall be issued in the form of any Person other than the Depository for such one or more Regulation S Global Note Notes, which shall be deposited with, 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 Acton behalf of, 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 continuing an Event of Default with respect to as custodian for the Global Notes. Any Global Note exchanged 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. 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 registeredDepository. (iii) Subject 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 clause 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, 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 Following the Issue Date and delivered upon registration the exchange of transfer ofthe Restricted Definitive Notes for Global Notes in the manner set forth herein, or in exchange for or in lieu of, a Unrestricted Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise Notes shall be authenticated issued in accordance with Sections 2.06(b)(vi), 2.06(d)(ii) and delivered in the form of, 2.06(d)(iii) and shall bebe deposited, a Global Note, unless such Senior Secured Note is registered in duly executed by the name of a Person other than Issuers and authenticated by the Depository for such Global Note or a nominee thereofTrustee as hereinafter provided. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests Notes issued in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below definitive form shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 substantially in the form of beneficial interests Exhibit A-1 and A-4 attached hereto (without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in a Restricted the Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted " attached thereto). Each Global Note shall only apply if there is represent such 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 Restricted Global Note, Temporary Regulation S Global Note to reflect the amount of any increase or Regulation S Unrestricted Global Notedecrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with instructions given by the holder thereof as the case may berequired by Section 2.06 hereof.

Global Notes. This Section 2.07(c(a) shall apply With respect to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered Notes issuable as or represented by, in the name of the Depository designated for such Global Note whole or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforin part, 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, 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 (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes may be Restricted are at any time not Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global the provisions of Section 5.1 shall govern with respect to registrations and transfers of such Notes, or any combination thereof. (iib) Notwithstanding any other provision in of this Indenture, no a Global Note may not be exchanged 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 whole the following circumstances or as otherwise specified in part for Senior Secured any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate: (i) Definitive Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name of issued to Beneficial Holders at any Person other than the Depository for such Global Note or a nominee thereof unless time after: (A) such Depository the Issuer has determined that CDS (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note Notes, or (2) has ceased ceases to be eligible to be a clearing agency registered under the Exchange ActDepository, and, in either case, each case the Issuer is unable to locate a qualified successor Depository is not appointed within 90 days thereof, to its reasonable satisfaction; (B) the Issuer executes has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and delivers has communicated such determination or requirement to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeablein writing, or the book-entry system ceases to exist; or (C) there shall have occurred and be continuing 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) Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 5.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 5.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the 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 Beneficial Holders thereof in accordance with the 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 effected only (a) with respect to the Global Notes. Any Global Note exchanged pursuant to subclause interests of participants in the Depository (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 “Participants”), through records maintained by the Depository or its nominee for such the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Notwithstanding any Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other provision interest in this Indenture, Notes represented by a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred do so 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 through a transfer may be registeredParticipant. (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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Depositary for the Notes. The fourth to last paragraph of Section 2.07(c) 3.3 of the Base Indenture shall not apply to Global 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) Each Global Note authenticated under this Indenture shall be registered in the name Company has been notified that Euroclear or Clearstream (or any additional or alternative clearing system on behalf of which the Depository designated for such Global Note or 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 global Security may be represented held) has been closed for business for a continuous period of 14 days (other than by one reason of holidays, statutory or more Global Notesotherwise) or has announced an intention permanently to cease business or does in fact do so, 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 madethe Company, in its sole discretion and subject to the name procedures of any Person other than the Depository Depositary, determines that such Securities in global form shall be exchangeable 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 certificated Securities and executes and delivers to the Trustee a Authentication Company Order providing to the effect that such Global Note global Securities shall be so transferable, registrable and exchangeable, or (Ciii) there shall have occurred and be continuing an Event of Default with respect to the Global NotesSecurities of such series and the Registrar has received a request from Euroclear or Clearstream. Any Global Note exchanged pursuant to subclause (A) above In such event, the Company 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. 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 toexecute, and may be registered the Trustee, upon receipt of a Company Order for the authentication and exchanged for Senior Secured Notes registered only in 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 or on behalf of the name or names of, such Person or Persons ICSDs as the Depository for beneficial holder thereof, Securities of such Global Note shall have directed series of like tenor and no transfer thereof other than terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such a transfer may be registered. (iii) Subject to clause (ii) above, any exchange series of a Global Note for other Senior Secured Notes may be made like tenor and terms in whole or in part, and all Senior Secured Notes issued global form in exchange for a Global Note such Security or Securities in global form.” Neither the Company nor the Trustee will be liable for any delay by an ICSD or any portion thereof shall be registered participant or indirect participant in such name or names as an ICSD in identifying the Depository for such Global Note shall direct. (iv) Every Senior Secured Note authenticated beneficial owners of the related Notes and delivered upon registration each 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 ofthose Persons may conclusively rely on, and shall bewill be protected in relying on, a Global Noteinstructions from the ICSD for all purposes, unless such Senior Secured Note is registered in including with respect to the name of a Person other than registration and delivery, and the Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or respective principal amounts, of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 certificated Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bebe issued.

Global Notes. This Section 2.07(c(a) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall The Notes of each Tranche will be registered in the name of the Depository designated for such represented on issue by either a single Temporary Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforsingle Permanent Global Note, and each such Global Note shall constitute a single Global Note for all purposes of this Indentureas indicated by the relevant Final Terms. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Each 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, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or (C) there shall have occurred and be continuing an Event a Permanent Global Note, in each case in accordance with the provisions of Default with respect to the Global Notes. Any Global Note exchanged 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 Temporary Global Note. Notwithstanding 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 Programme Agreement or to another appropriate depositary in accordance with any other provision agreement between the Issuer and the relevant Dealer(s) and, in this Indentureeach case, a the Agency Agreement. (b) Each Temporary Global Note to which the restriction set forth shall be printed or typed in the second preceding sentence shall have ceased to apply may be transferred only toform 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 registered and exchanged for Senior Secured Notes registered only in the name or names of, such Person or Persons as the Depository for such a facsimile. Each Temporary Global Note shall have directed annexed thereto a copy of the relevant Final Terms and no transfer thereof other than such the Further Information relating to the Issuer and shall be signed manually or in facsimile by a transfer may person duly authorised by the Issuer on behalf of the Issuer, shall be registeredauthenticated 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 so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (iiic) 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 Each Permanent Global Note shall direct. be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (ivForms of Global and Definitive Notes, Coupons and Talons) Every Senior Secured and may be a facsimile. Each Permanent Global Note authenticated shall have annexed thereto a copy of the relevant Final Terms and delivered upon registration of transfer of, the Further Information relating to the Issuer and shall be signed manually or in exchange for or in lieu offacsimile by a person duly authorised by the Issuer on behalf of the Issuer, 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 by or on behalf of the Issuing and delivered Paying Agent and shall, in the form of, and shall be, case of a Global Note, unless such Senior Secured Note is registered Eurosystem-eligible NGN or in the name case of a Person other than Non-eligible NGN in respect of which the Depository for such 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 or so executed and authenticated shall be a nominee thereof. (v) Notwithstanding any other provision of this Indenture or binding and valid obligation of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 Issuer and in subclauses (B), (C), (D) and (E) of this clause (v) below title thereto shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bepass by delivery.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture 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 (the “Regulation S 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 Depository designated for such Global Note or 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Noteits 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 increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note 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 Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) 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 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 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 Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter 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 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 transferred to interests in a Global Note upon transfer of such Note to someone other than the Issuers or a Subsidiary permitted hereby.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each 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 authenticated under this Indenture Legend. The Global Notes initially shall (i) be registered in the name of the Depository designated or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted Notes Legend. Members of, or direct or indirect participants in, the Depository (collectively, the “Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or a nominee thereof the Trustee as its custodian, or under the Global Notes. The Depository may be treated by the Issuers, the Trustee and delivered to such Depository any agent of the Issuers or a nominee thereof or custodian therefor, and each such the Trustee as the absolute owner of the Global Note shall constitute a single Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of this Indenture. The Senior Secured Notes may be represented the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished 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 Notesthe Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any combination thereofNote. (ii) Notwithstanding any other provision Transfers of Global Notes shall be limited to transfer in this Indenturewhole, no but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Note Notes may be transferred or exchanged for Definitive Notes only in whole or in part for Senior Secured Notes registeredaccordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, and no transfer of a Global Note in whole or in part may shall be made, in exchangeable for Definitive Notes if (x) the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified notifies the Issuer Issuers that it is unwilling or unable to continue as Depository 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, 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, Act or (Cy) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any such Global Note exchanged pursuant to subclause (A) above shall be so exchanged and a request has been made for such exchange. In all cases, Definitive Notes delivered in whole and not in part and exchange for any Global Note exchanged pursuant to subclause (B) or (C) above may beneficial interests therein shall be exchanged registered in whole the names, and issued in any approved denominations, requested by or from time to time in part as directed by on behalf of the Depository for such Global Note. 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 registeredaccordance with its customary procedures. (iii) Subject to clause (ii) above, any exchange In connection with the transfer of a Global Note for other Senior Secured Notes may be made in whole or in partas an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), 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 directbe 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) Every Senior Secured Any Transfer Restricted Note authenticated and delivered upon registration of transfer of, or in exchange for or an interest in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.072.2 shall, except as otherwise provided in Section 2.062.2, 2.09 or 3.06 or otherwise shall be authenticated and delivered in bear 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 Depository for such Global Note or a nominee thereofRestricted Notes Legend. (v) Notwithstanding [Reserved]. (vi) The holder of any other provision of Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Public Notes initially shall be represented by one or more Global Note authenticated under this Indenture Notes in definitive, fully registered, global form without interest coupons (collectively, the “Public Global Notes”). The Public Global Notes initially shall (i) be registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof 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 Trustee as Securities Custodian for such Depository Depositary. Members of, or a nominee thereof direct or custodian thereforindirect participants in, and each such the Depositary shall have no rights under the Indenture with respect to any Public Global Note shall constitute a single held on their behalf by the Depositary, or the Trustee as its custodian, or under the Public Global Note 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 the Public Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of this Indenture. The Senior Secured Notes may be represented the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished 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 Notesthe Depositary, or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any combination thereofNote. (ii) Notwithstanding any other provision 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 IndentureAppendix. In addition, no a Public Global Note may shall be exchanged in whole or in part exchangeable for Senior Secured Unrestricted Definitive Notes registered, and no transfer of a Global Note in whole or in part may be made, in if (x) the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository Depositary (1) has notified notifies the Issuer Company that it is unwilling or unable to continue as Depository 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, and, in either case, a successor Depository is not appointed within 90 days thereof, (By) the Issuer executes and delivers to Company, at its option, notifies the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, it elects to cause the issuance of Unrestricted Definitive Notes or (Cz) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any such Public Global Note exchanged pursuant to subclause (A) above 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 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. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth registered in the second preceding sentence shall have ceased to apply may be transferred only tonames, and may be registered and exchanged for Senior Secured Notes registered only issued in any approved denominations, requested by or on behalf of 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 registeredDepositary in accordance with its customary procedures. (iii) Subject In connection with the transfer of a Public Global Note as an entirety to clause beneficial owners pursuant to subsection (ii) aboveof this Section 2.1(b), any exchange of a such Public Global Note shall be deemed to be surrendered to the Trustee for other Senior Secured Notes may be made in whole or in partcancellation, and all Senior Secured Notes issued 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 a Global Note or any portion thereof shall be registered its beneficial interest in such name or names as the Depository for such Public Global Note shall directNote, an equal aggregate principal amount of Unrestricted Definitive Notes of authorized denominations. (iv) Every Senior Secured Note authenticated and delivered upon registration The Holder of transfer of, or in exchange for or in lieu of, a any Public Global Note or may grant proxies and otherwise authorize any portion thereofPerson, whether pursuant including Agent Members and Persons that may hold interests through Agent Members, to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in take any action which a Holder is entitled to take under 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated for such Global Note or a nominee thereof and delivered to such Depository Depositary 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 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 represented subject to various policies and procedures adopted by one the Depositary from time to time. None of the Issuer, the Guarantor, the Trustee or more Global Notesany of their respective agents shall have any responsibility or liability for any aspect of the Depositary’s or any Participant’s records, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes policies or Regulation S Unrestricted Global Notesprocedures relating to, or for payments made on account of, beneficial interests in a Global Note or for any combination thereof. (ii) 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 other provision in of this IndentureIndenture or any Note to the contrary, 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 maderegistered, in the name of any Person other than the Depository for such Global Note Depositary or a its nominee thereof unless (Ai) such Depository (1) has notified the Depositary notifies the Issuer and the Guarantor that it the Depositary is unwilling or unable to continue as Depository depositary for such a Global Note or (2) has ceased to be a clearing agency registered under qualified to act as such as required by this Indenture and the Exchange Act, and, in either case, Issuer or the Guarantor does not appoint a successor Depository is not appointed Depositary within 90 days thereof, (B) after the Issuer executes and delivers to the Trustee a Authentication Order providing that Guarantor receives such Global Note shall be so transferable, registrable and exchangeable, notice or becomes aware of such non-qualification or (Cii) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 All definitive Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository 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 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 direct. 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 (ivor 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 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 2.072.6, Section 2.062.8 or otherwise, 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 Depository Depositary for such Global Note or a nominee thereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture 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 (the “Regulation S 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 Depository designated for such Global Note or 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Noteits 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 increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note 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 Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) 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 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 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 Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter 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.

Global Notes. This Section 2.07(c2(b) shall apply to any Book-Entry Notes represented by one or more Global Notes.Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the “Depositary”) or a nominee thereof: (i) Each each Global Note authenticated under this Indenture shall representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository thereof; (ii) notwithstanding any other provisions of this Agreement or a nominee thereof or custodian thereforGlobal Note, and each such Global Note shall constitute not be transferred except as a single Global Note for all purposes whole by a nominee of this Indenturethe 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. 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 A Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global Certificated 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 event that (A) such Depository (1) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) the Depositary has ceased to be a “clearing agency agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in either case, and a successor Depository depositary is not appointed by the Issuer within 90 sixty (60) days thereofthereafter, (B) an Event of Default (as defined in the Issuer executes Notes) has occurred and delivers is continuing with respect to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, Notes or (C) there the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall have occurred and no longer be continuing an Event of Default with respect to the represented by Global Notes. Any Global Note exchanged pursuant to subclause clause (A) or (C) above shall be so exchanged in whole and but not in part and part, while any Global Note exchanged pursuant to subclause clause (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. 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.Depositary; (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 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 name or names and be in such authorized denominations as the Depository 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 direct.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) Every Senior Secured Note authenticated and delivered upon registration of transfer neither any members of, or in exchange for or in lieu ofparticipants in, a the Depositary (“Participants”) nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any 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 Depository for such Global Note Depositary or a any nominee thereof. (v) Notwithstanding , or under any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted such Global Note, Temporary Regulation S Global Note and the Depositary or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Notesuch nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 12(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any 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 Registered Holder of a Global Note.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (ia) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated for such Global Note or a nominee thereof and delivered to such Depository Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note security for all purposes of this Indenture. The Senior Secured Notes 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 other matters relating to beneficial interests in a Global Note may be represented subject to various policies and procedures adopted by one the Depositary from time to time. None of the Company, the Trustee or more Global Notesany of their agents shall have any responsibility or liability for any aspect of the Depositary’s or any Participant’s records, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes policies or Regulation S Unrestricted Global Notesprocedures relating to, or for payments made on account of, beneficial interests in a Global Note or for any combination thereof. (ii) 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 other provision in of this IndentureIndenture or any Note to the contrary, 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 maderegistered, in the name of any Person other than the Depository for such Global Note Depositary or a its nominee thereof unless (Ai) such Depository (1) has notified the Issuer Depositary notifies the Company that it is unwilling or unable to continue as Depository depositary for such a Global Note or (2) has ceased to be a clearing agency registered under qualified to act as such as required by this Indenture and the Exchange Act, and, in either case, Company does not appoint a successor Depository is not appointed Depositary within 90 days thereof, (B) after the Issuer executes and delivers to the Trustee a Authentication Order providing that Company receives such Global Note shall be so transferable, registrable and exchangeable, notice or becomes aware of such non-qualification or (Cii) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 All Definitive Notes issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository 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 direct. 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 (ivor 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, as the case may be, as the Holder thereof. 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 2.072.05, Section 2.062.07 or otherwise, 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 Security is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c(a) shall apply to Global Notes. (i) Each If any Global Note authenticated under this Indenture is to be exchanged for other Notes or cancelled in whole, it shall be registered in the name surrendered by or on behalf of the Depository designated or its nominee to the Security Registrar for such exchange or cancellation as provided in Section 305 of the Indenture. If any Global Note or a nominee thereof and delivered is to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note be exchanged 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 other Notes or Regulation S Unrestricted Global Notescancelled in part, or any combination thereof. (ii) Notwithstanding any other provision in this Indenture, no Global if another Note may is to be exchanged in whole or in part for Senior Secured Notes registereda beneficial interest in any Global Note, 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 then either (Ai) 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, surrendered for exchange or cancellation as provided in Section 305 of the Indenture or (Cii) there the principal amount thereof shall have occurred and be continuing reduced or increased by an Event of Default with respect amount equal to the Global Notes. Any Global Note exchanged pursuant portion thereof to subclause (A) above shall 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 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 accordance with the Applicable Procedures, shall instruct the Depository for or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note. Notwithstanding any other provision in this Indenture, a Global Note the Trustee shall, subject to which the restriction set forth Section 3.02(b) and as otherwise provided in the second preceding sentence shall have ceased to apply may be transferred only toIndenture (as amended and supplemented by this Fourth Supplemental Indenture), authenticate and may be registered and exchanged for Senior Secured deliver any Notes registered only issuable in the name or names of, such Person or Persons as the Depository exchange for such Global Note shall have directed (or any portion thereof) to or upon the written order of, and no transfer thereof other than registered in such a transfer names as may be registereddirected by, the Depository or its authorized representative. Upon the request of the 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 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. (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. (ivb) 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 2.07Article Three or otherwise, 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each 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 under this Indenture 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 Depository designated or the nominee of such Depository, in each case for credit to an account of an Agent Member and (ii) be delivered to the Trustee as custodian for such Depository. Members of, or direct or indirect participants in, the Depository, Euroclear and Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note or a nominee thereof and delivered to such held on their behalf by the Depository or a nominee thereof the Trustee as its custodian or custodian thereforunder the Global Notes. The Depository may be treated by the Company, the Trustee and each such any agent of the Company or the Trustee as the absolute owner of the Global Note shall constitute a single Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of this Indenture. The Senior Secured Notes may be represented the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished 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 Notesthe Depository, or impair, as between the Depository, Euroclear or Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any combination thereofNote. (ii) Notwithstanding any other provision Transfers of Global Notes shall be limited to transfers in this Indenturewhole, no but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Note Notes may be transferred or exchanged for Definitive Notes only in whole or in part for Senior Secured Notes registeredaccordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, and no transfer of a Global Note in whole or in part may shall be made, exchangeable for Definitive Notes if (x) in the name case of any Person other than Original Notes, the Depository for such Global Note or a nominee thereof unless (Aa) such Depository (1) has notified notifies the Issuer Company that it is unwilling or unable to continue as Depository depository for such Global Note or (2b) has ceased to be a clearing agency registered under the Exchange Act, and, Act and in either case, each case a successor Depository depository is not appointed within 90 days thereofappointed, (By) the Issuer executes Company, at its option and delivers subject to the procedures of the Depository, notifies the Trustee a Authentication Order providing in writing that such Global Note shall be so transferable, registrable and exchangeable, it elects to cause the issuance of Definitive Notes or (Cz) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged In all cases, Definitive Notes delivered in whole and not in part and exchange for any Global Note exchanged pursuant to subclause (B) or (C) above may beneficial interests therein shall be exchanged registered in whole the names, and issued in any approved denominations, requested by or from time to time in part as directed by on behalf of the Depository for such Global Note. 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 registeredaccordance with its customary procedures. (iii) Subject to clause (ii) above, any exchange In connection with the transfer of a Global Note for other Senior Secured Notes may be made in whole or in partas an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), 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 directbe 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) Every Senior Secured Note authenticated and delivered upon registration The Holder of transfer of, or in exchange for or in lieu of, a any Global Note or may grant proxies and otherwise authorize any portion thereofPerson, whether pursuant including Agent Members and Persons that may hold interests through Agent Members, 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, take any action which a Global Note, unless such Senior Secured Note Holder is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of entitled to take under this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c2(b) shall apply to all Book-Entry Notes represented by one or more Global Notes.Notes that are registered in the name of The Depository Trust Company or another depositary specified by the Issuer (the "Depositary") or a nominee thereof: (i) Each each Global Note authenticated under this Indenture shall representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository thereof; (ii) notwithstanding any other provisions of this Agreement or a nominee thereof or custodian thereforGlobal Note, and each such Global Note shall constitute not be transferred except as a single Global Note for all purposes whole by a nominee of this Indenturethe 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. 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 A Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer of a Global the Certificated 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 event that (A) such Depository (1) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) the Depositary has ceased to be a "clearing agency agency" registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in either case, and a successor Depository depositary is not appointed by the Issuer within 90 60 calendar days thereofthereafter, (B) the Issuer executes an Event of Default has occurred and delivers is continuing with respect to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, Notes or (C) there the Issuer, in its sole discretion, determines that all of the Book-Entry Notes shall have occurred and be continuing an Event of Default with respect to the Global exchangeable for Certificated Notes. Any Global Note exchanged pursuant to subclause clause (A) or (C) above shall be so exchanged in whole and but not in part and part, while any Global Note exchanged pursuant to subclause clause (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. 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. Depositary; (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 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 name or names and be in such authorized denominations as the Depository 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 direct. 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) Every Senior Secured Note authenticated and delivered upon registration of transfer neither any members of, or in exchange for or in lieu ofparticipants in, a the Depositary ("Participants") nor any other persons on whose behalf Participants may act shall have any rights under this Agreement with respect to any 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 Depository for such Global Note Depositary or a any nominee thereof. (v) Notwithstanding , or under any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted such Global Note, Temporary Regulation S Global Note arid the Depositary or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Notesuch nominee, as the case may be, may be treated by the Issuer, the Issuing and Paying Agent and any agent of the Issuer or the Issuing and Paying Agent as the absolute owner and Registered Holder of such Global Note in accordance with Section 13(f) hereof. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Issuing and Paying Agent or any agent of the Issuer or the Issuing and Paying Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Participants and any 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 Registered Holder of a Global Note.

Global Notes. This Section 2.07(c) Notes offered and sold to QIBs in reliance on Rule 144A shall apply to be issued initially in the form of Rule 144A Global Notes. (i) Each Global Note authenticated under this Indenture , which shall 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 Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company 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 Indentureauthenticated by the Trustee as hereinafter provided. The Senior Secured Notes may be represented by one or more Global Notes, and such aggregate principal amount of the Rule 144A 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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 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 part as directed by the Depository for such Global Note. 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 reliance on Regulation S 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 issued initially in the form of, and shall be, a of the Regulation S Temporary Global Note, unless such Senior Secured Note is which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a Person other than the Depository for such Global Note Depositary or a the nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured NotesDepositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, transfers 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 interests (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 of the kind described in Note, all as contemplated by Section 2.01 and in subclauses (B), (C), (D2.06(a)(ii) and (E) of this clause (v) below shall be made only in accordance with this clause (vhereof), and all transfers (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Following the termination of an interest the 40-day restricted period, beneficial interests in a Temporary the Regulation S Temporary Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing be exchanged for transfers of Senior Secured Notes or beneficial interests in Regulation S Permanent Global Notes pursuant to Persons who wish to take delivery in the form Applicable Procedures. Simultaneously with the authentication of beneficial interests in a Restricted Global Note, Temporary Regulation S Permanent Global Note or Notes, the Trustee shall cancel the Regulation S Unrestricted Temporary Global Note shall only apply if there is a Restricted Global Note, Temporary Notes. The aggregate principal amount of the Regulation S Temporary Global Note or Notes and the Regulation S Unrestricted Permanent Global NoteNotes 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 transfers of interest as hereinafter provided. 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, redemptions and transfers of interests. 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 Trustee or the Note Custodian, at the direction of the Trustee, in 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 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 successor of the Depositary or its nominee.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture Promptly following the date that is one year after the Issue Date of any Option Notes, the Company shall be registered use reasonable efforts to effect an exchange of every beneficial interest in the name of the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Restricted Global Note for all purposes of this Indenturebeneficial interests in Global Notes that do not bear any Restricted Notes Legend. The Senior Secured Notes 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 represented 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 NotesNotes (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 have received such Free Transferability Certificate will be 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 such Global the Trustee and Registrar shall authenticate and deliver a Note (or Notes) without any Restricted Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereofLegend. (ii) Notwithstanding any other provision in this IndenturePrior to the Company’s delivery of the Free Transferability Certificate and afterwards, no the Company and the Trustee will comply with the Applicable Procedures and otherwise use reasonable efforts to cause each Global Note may to be exchanged in whole or in part for Senior Secured identified by the unrestricted CUSIP number as the outstanding unrestricted Notes registered, and no transfer of a Global Note in whole or in part may be made, in the name facilities of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified Depositary by the Issuer that it date the Free Transferability Certificate 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 delivered to the Trustee a Authentication Order providing that such Global Note shall be so transferable, registrable and exchangeable, the Registrar or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 promptly as the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registeredpossible thereafter. (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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary 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 IndentureExcept 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 Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (A) such Depository Depositary (1i) has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2ii) has ceased to be a clearing agency registered as such under the Exchange Act, and, Act or announces an intention permanently to cease business or does in either case, a successor Depository is not appointed within 90 days thereof, fact do so or (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 continuing an Event of Default with respect to the such Global NotesNote. Any Global Note exchanged pursuant to subclause In case of an event under clause (A) above shall be so exchanged 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 whole and not any authorized denominations in part and 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 pursuant for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to subclause (B) the Trustee, as Note Registrar, for exchange or (C) above may cancellation, as provided in this Article 2. 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 from time to time in part as directed by the Depository for such a beneficial interest in any Global Note. Notwithstanding any other provision , in this Indentureeach case, a Global Note to which the restriction set forth as provided 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 then either (A) such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.Global

Global Notes. This Section 2.07(c) shall apply 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 Notes. ") may be transferred, in 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) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Note or 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 Depositary notifies the Issuer that it is unwilling or unable to continue as Depository a Depositary for the Global Notes and no successor Depositary shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Depositary ceases to be a clearing agency registered under the Securities Exchange Act, and, in either case, a Act of 1934 at any time the Depositary is required to be so registered to act as such Depositary and no successor Depository is not Depositary shall have been appointed within 90 days thereofafter the Issuer's becoming aware of the Depositary's ceasing to be so registered, (Biii) the Issuer executes and delivers to Issuer, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable for Notes in definitive registered form or (Civ) there shall have occurred and be continuing an Event of Default with respect 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 Global Notes. Any principal amount of the Global Note exchanged 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 exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the 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 Notes in definitive registered form without coupons, in authorized denominations, the 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 cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct. (iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofDepositary, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Depositary for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) 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 authenticated under this Indenture 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 Notes initially shall (1) be registered in the name of the Depository designated for such Global Note Depositary or a the 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 madethe Depositary, in the name each case for credit to an account 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 an Agent Member, (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 delivered to the Trustee a Authentication Order providing that as custodian for such Global Note shall be so transferable, registrable Depositary and exchangeable(3) bear the Restricted Notes Legend. Members of, or direct or Indirect Participants in, the Depositary, Euroclear or Clearstream (C“Agent Members”) there shall have occurred and be continuing an Event of Default no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall The Depositary may be so exchanged in whole and not in part treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note exchanged pursuant Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to subclause (B) any written certification, proxy or (C) above may be exchanged in whole or from time to time in part as directed other authorization furnished by the Depository for such Global Note. Notwithstanding any other provision in this IndentureDepositary or impair, a Global Note to which as between the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only toDepositary, and may be registered and exchanged for Senior Secured Notes registered only in the name Euroclear 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global NoteClearstream, as the case may be, and their respective Agent Members, the operation of customary practices governing the exercise of the rights of any Holder.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture 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 (collectively, the “Rule 144A Global Note”) 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”), 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 Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Issuer 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 authenticated by the Trustee as provided in this Indenture. The Senior Secured Notes may be represented by one One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global NotesNotes Legend and the Restricted Notes Legend, numbered IAI-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note Depositary or a nominee thereof. (v) Notwithstanding any other provision of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture or of the Senior Secured Notes, to accommodate transfers of beneficial interests in a Global Note of the kind described Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary 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 or Regulation S and any Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted “Global Note, Temporary Regulation S ” and are collectively referred to herein as “Global Notes.” Each Global Note or Regulation S Unrestricted 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 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 increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the case may be.amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall 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 of this Indenture and Section 2.3(c) of this Appendix A.

Global Notes. This Section 2.07(c) shall apply Notes issued and sold pursuant to Global Notes. (i) Each Global Note authenticated an effective registration statement under this Indenture shall be registered in the name of Securities Act, issued pursuant to an effective exchange offer registration statement under the Depository designated Securities Act for such Global Note or 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 the Company's outstanding Series B 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (vSection 2.07(b)(iii) and 2.07(e), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 be issued in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global NoteNotes and deposited with Citibank N.A., Temporary Regulation S Global Note London, as custodian (in such capacity, the "Custodian") on behalf of DTC or Regulation S Unrestricted Global Notewith 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 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 reduced or increased, as appropriate, to reflect exchanges, transfers of interests therein, redemptions and repurchases in accordance with the 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 Schedule to a Global Note to reflect the amount of any increase or decrease in the principal amount of 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 successor of the relevant Depositary on whose behalf such note is held.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture Notes offered and sold in reliance on Rule 144A shall be registered issued initially in the name form of the Depository designated for such Global Note or 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. substantially in the form of Exhibit A attached hereto (ii) Notwithstanding any other provision in this Indenture, no including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). 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 exchanged in whole reduced or in part for Senior Secured Notes registeredincreased, as appropriate, to reflect exchanges and no transfer redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in whole or the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee in part may accordance with instructions given by the Holder thereof as required by Section 204 hereof. Each Global Note (i) shall be maderegistered, in the name of any Person other than the Depository Depositary designated for such Global Note pursuant to Section 204, or in the name of a nominee thereof unless of such Depositary, (Aii) such Depository shall be deposited with the Trustee, as Custodian for the Depositary, and (1iii) has notified the Issuer that it is unwilling or unable 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 designated pursuant to continue as Depository Section 204 for such a Global Note or (2) has ceased to must, at the time of its designation and at all times while it serves as Depositary, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part Act and any Global Note exchanged pursuant to subclause (B) other applicable statute or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global Note. 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 registeredregulation. (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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) Rule 144A Notes shall apply to be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Notes. Note”), without interest coupons and bearing the Global Notes Legend, the Restricted Notes Legend and the OID Legend (i) Each Global Note authenticated under this Indenture as defined below), if applicable, which shall be registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers 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 authenticated by the Trustee as provided in this Indenture. The Senior Secured Regulation S Notes may shall be represented by issued initially in the form of one or more Global Notes, and such Global global Notes may be Restricted Global Notes, Temporary (the “Regulation S Global Note”), without interest coupons and bearing the Global Notes or Regulation S Unrestricted Global NotesLegend, or any combination thereof. (ii) Notwithstanding any other provision in this Indenturethe Restricted Notes Legend and the OID Legend, no Global Note may if applicable, which shall be exchanged in whole or in part for Senior Secured deposited on behalf of the purchasers of the Notes registeredrepresented thereby with the Custodian, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note Depositary or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured NotesDepositary, transfers duly executed by the Issuers 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, the Restricted Notes Legend and the OID Legend, if applicable, (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the 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 provided in this Indenture. Beneficial ownership interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary 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 or Regulation S Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted “Global Note, Temporary Regulation S ” and are collectively referred to herein as “Global Note Notes.” The aggregate principal amount of the Global Notes may from time to time be increased or Regulation S Unrestricted Global Note, decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as the case may behereinafter provided.

Global Notes. This Section 2.07(c) shall apply to Any Notes that are no longer part of New PEPS Units will be issued initially in the form of one or more Global Notes (the “Global Notes. (i”) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated Depositary or its nominee. Unless and until they are exchanged for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforNotes in definitive registered form, 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 Notestransferred, 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 but not in part for Senior Secured Notes registeredpart, and no transfer of a Global Note in whole or in part may be made, in only to the name of any Person other than the Depository for such Global Note Clearing Agency or a nominee thereof unless of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (Ai) such Depository (1) has notified the Issuer Depositary notifies the Corporation that it is unwilling or unable to continue as Depository Depositary for such the Global Note or Notes and no successor Depositary has been appointed within 90 days after this notice, (2ii) 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 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 exchangeableregistered, or (Ciii) there shall the Corporation, in its sole discretion, determines that it will no longer have occurred the Notes represented by Global Notes, the Corporation will execute, and be continuing 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 Event of Default with respect aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged pursuant to subclause (A) above shall be so exchanged or Notes 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 exchange for such Global NoteSenior or Notes. Notwithstanding any other provision in this Indenture, a Upon exchange of the 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 or Notes registered only in the name or names of, such Person or Persons as the Depository for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes 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 cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof Notes shall be registered in such name or names and in such authorized denominations as the Depository Clearing Agency, pursuant to instructions from its direct or indirect 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 Global Note shall direct. (iv) Every Senior Secured Note authenticated and delivered upon registration Securities are so registered. None of transfer ofthe Corporation, the Guarantor, the Trustee or in exchange any agent of the Corporation, the Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or in lieu of, payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any portion thereof, whether pursuant records relating 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 Depository for such Global Note or a nominee thereofbeneficial ownership interest. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture 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 registered issued in the name form of the Depository designated for such Global Note or 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, then the Obligor shall execute and the Trustee shall authenticate and make available for delivery one or more Global Notes that (a) shall represent and shall be 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 designated for such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global NotesNote pursuant to Section 2.04, or any combination thereofin the name of a nominee of such Depositary, (c) shall be deposited with the Trustee, as Custodian for the Depositary, and (d) shall bear a legend substantially as follows ("Global 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") 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. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole Each Depositary designated pursuant to Section 2.01 or in part 2.04 for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be mademust, in at the name time 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 its designation and at all times while it is unwilling or unable to continue serves as Depository for such Global Note or (2) has ceased to Depositary, be a clearing agency registered under the Exchange ActAct and any other applicable statute or regulation, and, in either case, a successor Depository provided that the Depositary is not appointed within 90 days thereof, (B) the Issuer executes and delivers required 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 continuing an Event of Default with respect registered in order to the Global Notes. Any Global Note exchanged 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 act as directed by the Depository for such Global Note. 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 registereddepositary. (iii) Subject to clause (ii) above, any exchange of a Any 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 represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or any portion thereof shall be registered in such name or names as decreased by adjustments made on 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or records of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global NoteRegistrar, as the case may beprovided in this Indenture.

Global Notes. This Except as provided in Section 2.07(c) 2.01(c), notes offered and sold in connection with the Offering by the Initial Purchasers to QIBs in reliance on Rule 144A shall apply to be issued initially in the form of one or more 144A Global Notes. (i) Each Global Note authenticated under this Indenture , which shall 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 Depository designated for such Global Note or a nominee thereof of the Depository, duly executed by the Company 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 Indentureauthenticated by the Trustee as hereinafter provided. The Senior Secured Notes may be represented by one or more Global Notes, and such aggregate principal amount of the 144A 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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 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 part as directed connection with the Offering by the Depository for such Global Note. Notwithstanding any other provision Initial Purchasers in this Indenturereliance on Regulation S, a Global Note to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only toif any, 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 issued initially in the form of, and shall be, a of the Regulation S Temporary Global Note, unless such Senior Secured Note is which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of a Person other than the Depository or the nominee of the Depository for such 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 or (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 nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests beneficial ownership interest in a 144A Global Note of the kind described in Note, all as contemplated by Section 2.01 and in subclauses (B), (C), (D2.06(a)(ii) and (E) of this clause (v) below shall be made only in accordance with this clause (vhereof), and all transfers (ii) an Officers' Certificate from the Company. Following the termination of an interest the 40-day restricted period, beneficial interests in a Temporary the Regulation S Temporary Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing be exchanged for transfers of Senior Secured Notes or beneficial interests in one or more Regulation S Permanent Global Notes pursuant to Persons who wish to take delivery in the form Applicable Procedures. Simultaneously with the authentication of beneficial interests in a Restricted Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note, Temporary . The aggregate principal amount of the Regulation S Temporary Global Note or and the Regulation S Unrestricted Permanent Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note Notes may from time to time be increased or Regulation S Unrestricted Global Notedecreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 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, redemptions and transfers of interests. 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 Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Dollar Notes issued in global form shall be substantially in the form of Exhibit A-1 hereto, including the Dollar Global Note authenticated under this Indenture Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Dollar Notes issued in definitive form shall be registered substantially in the name form of Exhibit A-1 hereto, but without the Depository designated for such Dollar Global Note or a nominee thereof Legend thereon and delivered to such Depository or a nominee thereof or custodian therefor, and each such without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Dollar Global Note shall constitute represent such of the outstanding Dollar 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 aggregate 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. Any endorsement of a single Dollar Global Note for all purposes to reflect the amount of this Indenture. The Senior Secured any increase or decrease in the aggregate principal amount of outstanding Dollar Notes may represented thereby shall be represented made by one the Trustee or more Global Notesthe Custodian, and such Global Notes may be Restricted Global Notesat the direction of the Trustee, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereofin accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. (ii) Notwithstanding any other provision Euro Notes issued in this Indentureglobal form shall be substantially in the form of Exhibit A-2 hereto, no including the Euro Global Note may Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Euro Notes issued in definitive form shall be exchanged substantially in whole or in part for Senior Secured Notes registeredthe form of Exhibit A-2 hereto, and no transfer of a but without the Euro Global Note in whole or in part may be made, Legend thereon and without the “Schedule of Exchanges of Interests 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 Note” attached thereto. Each Euro Global Note shall represent such of the outstanding Euro Notes as shall be so transferable, registrable specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and exchangeable, or (C) there each shall have occurred and be continuing an Event of Default with respect provide that it shall represent up to the Global Notes. Any Global Note exchanged 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 aggregate principal amount of Euro Notes from time to time in part endorsed thereon and that the aggregate principal amount of outstanding Euro Notes represented thereby may from time to time be reduced or increased, as directed by the Depository for such Global Noteapplicable, to reflect exchanges and redemptions. Notwithstanding any other provision in this Indenture, Any endorsement of a Euro Global Note to which reflect the restriction set forth amount of any increase or decrease in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Senior Secured aggregate principal amount of outstanding Euro 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below represented thereby shall be made only by the Common Depositary in accordance with this clause (v), and all transfers the Applicable Procedures of an interest in a Temporary Regulation S Global the Euro Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beDepositary.

Global Notes. This Section 2.07(c) shall apply 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 “Global Note”), and if issued as one or more Global Notes. (i) Each Global Note authenticated under this Indenture , the Depositary shall be The 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 Depository designated for such Global Note or a nominee thereof and delivered Purchase Contract Agent pursuant to such Depository or a nominee thereof or custodian thereforSection 2.03 are issued, and each such Global Note the Company shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by also issue 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, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the re-creation of Corporate Units or in any Person other than case where the Depository 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 such Global Note or a nominee thereof unless Notes in certificated form only (x) if the Depositary (A) such Depository (1) has notified the Issuer Company that it is unwilling or unable to continue as Depository depository for such the Global Note Notes or (2B) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depository depository is not appointed by the Company within 90 days thereofafter 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 such Corporate Units or Treasury Units or (z) upon re-creation of Corporate Units; provided, (B) subject to Section 2.03, that the Issuer executes 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 delivers shall be of like aggregate principal amount and tenor as the portion of the Global Note 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 Trustee a Authentication Order providing that 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 the Notes shall be so transferablemade, registrable and exchangeableonly to the Depositary or a nominee of the Depositary, or (C) there shall have occurred and be continuing an Event to a successor Depositary selected or approved by the Company or to a nominee of Default with respect to the Global Notessuch successor Depositary. Any Global Note exchanged that is exchangeable 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. 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 (iix) 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 the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such name or names as the Depository for such Global Note Depositary 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each 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 under this Indenture 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 Depository designated or the nominee of such Depository, in each case for credit to an account of an Agent Member and (ii) be delivered to the Trustee as custodian for such Depository. Members of, or direct or indirect participants in, the Depository, Euroclear and Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note or a nominee thereof and delivered to such held on their behalf by the Depository or a nominee thereof the Trustee as its custodian or custodian thereforunder the Global Notes. The Depository may be treated by the Issuer, the Trustee and each such any agent of the Issuer or the Trustee as the absolute owner of the Global Note shall constitute a single Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of this Indenture. The Senior Secured Notes may be represented the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished 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 Notesthe Depository, or impair, as between the Depository, Euroclear or Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any combination thereofNote. (ii) Notwithstanding any other provision Transfers of Global Notes shall be limited to transfers in this Indenturewhole, no but not in part, to the Depository, its successors or its respective nominees. Interests of beneficial owners in the Global Note Notes may be transferred or exchanged for Definitive Notes only in whole or in part for Senior Secured Notes registeredaccordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, and no transfer of a Global Note in whole or in part may shall be made, exchangeable for Definitive Notes if (x) in the name case of any Person other than Initial Notes, the Depository for such Global Note or a nominee thereof unless (Aa) such Depository (1) has notified notifies the Issuer that it is unwilling or unable to continue as Depository depository for such Global Note or (2b) has ceased to be a clearing agency registered under the Exchange Act, and, Act and in either case, each case a successor Depository depository is not appointed within 90 days thereofappointed, (By) the Issuer executes Issuer, at its option and delivers subject to the procedures of the Depository, notifies the Trustee a Authentication Order providing in writing that such Global Note shall be so transferable, registrable and exchangeable, it elects to cause the issuance of Definitive Notes or (Cz) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged In all cases, Definitive Notes delivered in whole and not in part and exchange for any Global Note exchanged pursuant to subclause (B) or (C) above may beneficial interests therein shall be exchanged registered in whole the names, and issued in any approved denominations, requested by or from time to time in part as directed by on behalf of the Depository for such Global Note. 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 registeredaccordance with its customary procedures. (iii) Subject to clause (ii) above, any exchange In connection with the transfer of a Global Note for other Senior Secured Notes may be made in whole or in partas an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), 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 directbe 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) Every Senior Secured Note authenticated and delivered upon registration The Holder of transfer of, or in exchange for or in lieu of, a any Global Note or may grant proxies and otherwise authorize any portion thereofPerson, whether pursuant including Agent Members and Persons that may hold interests through Agent Members, 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, take any action which a Global Note, unless such Senior Secured Note Holder is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of entitled to take under this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each THE Notes of each Tranche will initially be represented by either: (a) a single Temporary Global Note authenticated under this Indenture which shall be registered exchangeable for either Definitive Notes together with, where applicable, Receipts and (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 Depository designated for provisions of such Temporary Global Note. Each Permanent Global Note or shall be exchangeable for Definitive Notes together with, where applicable, Receipts and (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note; or (b) a nominee thereof single Permanent Global Note which shall be exchangeable for Definitive Notes together with, where applicable, Receipts and (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached in accordance with provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to such Depository a common depositary (in the case of a CGN) or common safekeeper (in the case of a nominee thereof NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or custodian thereforto another appropriate depositary in accordance with any other agreement between the relevant Issuer and the relevant Dealer(s) and, and in 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 Notescase, and such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereofthe Agency Agreement. (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 Each Temporary Global Note shall be so transferable, registrable and exchangeable, printed or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth typed in the second preceding sentence shall have ceased to apply may be transferred only to, form or substantially in the form set out in Part I of the Second Schedule 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 a facsimile. Each Temporary Global Note shall have directed annexed thereto a copy of the applicable Final Terms and no transfer thereof other than such shall be signed manually or in facsimile by a transfer may person duly authorised by the relevant Issuer on behalf of the relevant Issuer, and shall be registeredauthenticated by an authorised signatory on behalf of the 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 Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the relevant Issuer and title thereto shall pass by delivery. (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 Each Permanent Global Note shall direct. (iv) Every Senior Secured be printed or typed in the form or substantially in the form set out in Part II of the Second Schedule and may be a facsimile. Each Permanent Global Note authenticated shall have annexed thereto a copy of the applicable Final Terms and delivered upon registration of transfer of, shall be signed manually or in exchange for or in lieu offacsimile by a person duly authorised by the relevant Issuer on behalf of the relevant Issuer, a Global Note or any portion thereof, whether pursuant to this Section 2.07, Section 2.06, 2.09 or 3.06 or otherwise and shall be authenticated by an authorised signatory on behalf of the Agent and delivered shall, in the form of, and shall be, case of a Global Note, unless such Senior Secured Note is registered Eurosystem-eligible NGN or in the name case of a Person other than Non-eligible NGN in respect of which the Depository for such Issuer has notified the Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Agent. Each Permanent Global Note or so executed and authenticated shall be a nominee thereof. (v) Notwithstanding any other provision of this Indenture or binding and valid obligation of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 relevant Issuer and in subclauses (B), (C), (D) and (E) of this clause (v) below title thereto shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bepass by delivery.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture 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 (collectively, the “Rule 144A Global Note”) 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”), 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 Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company and delivered to such Depository authenticated by the Trustee as provided in the Indenture. One or a nominee thereof or custodian thereformore 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 issued on the Issue Date, deposited with the Custodian, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note Depositary or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured NotesDepositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in a Global Note of the kind described Notes to IAIs after the initial distribution. Beneficial ownership interests in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary the 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 or Regulation S and any Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted “Global Note, Temporary Regulation S ” and are collectively referred to herein as “Global Notes.” Each Global Note or Regulation S Unrestricted 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 increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the case may be.amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall 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 of the Indenture and Section 2.3(c) of this Appendix A.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture 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 (collectively, the “Rule 144A Global Note”) 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”), 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 Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company 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 authenticated by the Trustee as provided in the Indenture. The Senior Secured Notes may offered and sold to IAIs shall be represented by issued initially in the form of one or more IAI 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, substantially 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction form set forth in Exhibit A, deposited with the second preceding sentence Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall have ceased to apply may be transferred only to, bear the Global Notes Legend and may be registered and exchanged for Senior Secured Restricted Notes registered only Legend. Beneficial ownership interests 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary the 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 or Regulation S and any Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted “Global Note, Temporary Regulation S ” and are collectively referred to herein as “Global Notes.” Each Global Note or Regulation S Unrestricted 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 increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the case may be.amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall 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 of the Indenture and Section 2.3(c) of this Appendix A.

Global Notes. This Section 2.07(c) shall apply 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 “Global Note”), and if issued as one or more Global Notes. (i) Each Global Note authenticated under this Indenture , the Depositary shall be The 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 Depository designated for such Global Note or a nominee thereof and delivered Purchase Contract Agent pursuant to such Depository or a nominee thereof or custodian thereforSection 2.03 are issued, and each such Global Note the Company shall constitute a single Global Note for all purposes of this Indenture. The Senior Secured Notes may be represented by also issue 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, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any Person other than case where the Depository 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 such Global Note or a nominee thereof unless Notes in certificated form only (Ax) such Depository (1) has notified if the Issuer Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for such the Global Note Notes or (2) has ceased if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, and the Company has not appointed a successor Depository is not appointed Depositary within 90 days thereof, (B) of that notice or of its becoming aware of such cessation; or at 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 continuing 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 NotesNotes 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 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 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. Any Global Note exchanged that is exchangeable 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. 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 (iix) 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 the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such name or names as the Depository for such Global Note Depositary 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture 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 registered issued in the name form of the Depository designated for such Global Note or 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, 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) shall represent and shall be 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 designated for such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes Note pursuant to Section 2.01 or Regulation S Unrestricted Global NotesSection 2.04, or any combination thereofin the name of a nominee of such Depositary, (c) shall be deposited with the Trustee, as Custodian for the Depositary, and (d) shall bear a legend substantially as follows (“Global Note Legend”): 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, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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 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) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole Each Depositary designated pursuant to Section 2.01 or in part 2.04 for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be mademust, in at the name time 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 its designation and at all times while it is unwilling or unable to continue serves as Depository for such Global Note or (2) has ceased to Depositary, be a clearing agency registered under the Exchange ActAct and any other applicable statute or regulation, and, in either case, a successor Depository provided that the Depositary is not appointed within 90 days thereof, (B) the Issuer executes and delivers required 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 continuing an Event of Default with respect registered in order to the Global Notes. Any Global Note exchanged 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 act as directed by the Depository for such Global Note. 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 registereddepositary. (iii) Subject to clause (ii) above, any exchange of a Any 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 represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or any portion thereof shall be registered in such name or names as decreased by adjustments made on 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or records of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global NoteRegistrar, as the case may beprovided in this Indenture.

Global Notes. This Section 2.07(c) shall apply Initial Notes and Additional Notes initially resold pursuant to Global Notes. (i) Each Global Note authenticated under this Indenture Rule 144A shall be issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) 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”); 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 Depository designated 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 a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such the Permanent Regulation S Global Note shall constitute a single 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 all purposes 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 this Indenturean institutional accredited investor. The Senior Secured Notes may be represented by one or more Global Notes, and such Global Notes may be Restricted Global Notes, Beneficial interests in Temporary Regulation S Global Notes or Regulation S Unrestricted IAI Global Notes, or any combination thereof. (ii) Notwithstanding any other provision in this Indenture, no Global Note Notes may be exchanged for interests in whole or in part for Senior Secured Rule 144A Global 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 if (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Note or exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (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) transferor of 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction set forth beneficial interest 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted 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 Regulation S Unrestricted 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 bebe 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 as hereinafter provided.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary 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 provisions of this IndentureIndenture or the Notes, no a Global Note may shall not 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, registered in the name of any Person other than the Depository for such Depositary or one or more nominees thereof, provided that a Global Note or a nominee thereof unless may be exchanged for Notes registered in the names of any Person designated by the Depositary in the event that (A) such Depository (1) the Depositary has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2) such Depositary has ceased to be a “clearing agency agency” registered under the Exchange Act, and, in either case, and a successor Depository Depositary is not appointed by the Company within 90 days thereofdays, (B) the Issuer executes and delivers to the Trustee a Authentication Order providing 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 Global Note shall be so transferable, registrable and exchangeable, Depositary of such determination; or (C) there shall have occurred and be continuing is a request by or on behalf of the Depository in accordance with its customary procedures to exchange an Event of Default with respect to interest in the Global Notes for Non-global Notes. Any Global Note exchanged pursuant to subclause clause (A) above shall be so exchanged in whole and not in part part, and any Global Note exchanged pursuant to subclause clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depository for such Global NoteDepositary. Notwithstanding any other provision in this Indenture, a Global Any 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 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 to the Trustee, as Note Registrar, for exchange or cancellation, as provided in this Article 2. 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 name Global Note shall be so surrendered for exchange or names 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 Depository 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 directpromptly 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 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 2.07Article 2 or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository 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) Notwithstanding any other provision The Depositary or its nominee, as registered owner of this a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture or of and the Senior Secured Notes, transfers and owners of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described in Section 2.01 and in subclauses (B)Applicable Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner’s beneficial interest in a Temporary Regulation S Global Note shall comply with subclause (F) be shown only on, and the transfer of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes such interest shall be effected only through, records maintained by the Depositary or beneficial interests in Global Notes to Persons who wish to take delivery in the form its nominee or its Agent Members and such owners of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note not be considered the owners or Regulation S Unrestricted Global Note, as the case may beholders thereof.

Global Notes. This 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 (collectively, the “Rule 144A Global Note”) 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 2.07(c2.1(a) and Section 2.3(c) hereof, beneficial ownership interest in a Regulation S Global Note shall apply to be exchangeable for interests in a Rule 144A Global Notes. Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) Each upon certification that beneficial ownership interests in such Regulation S Global Note authenticated 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 this Indenture 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 Depository designated for such Global Note applicable Depositary or a nominee thereof of the applicable Depositary, duly executed by the Issuers and delivered to such Depository authenticated by the Trustee or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note for all purposes of this the Authentication Agent as provided in the Indenture. The Senior Secured Notes may be represented by one or more Rule 144A Global Note, IAI Global Note and Regulation S Global Note are collectively referred to herein as “Global Notes, and such .” The aggregate principal amount of the 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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 be increased or decreased by adjustments made on the Depository for such Global Note. 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or records of the Senior Secured Notes, transfers of interests in a Global Note of Trustee and the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes applicable Depositary or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, its nominee as the case may behereinafter provided.

Global Notes. This Section 2.07(c) Rule 144A Notes shall apply to be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Notes. (i) Each Note”), without interest coupons and bearing the Global Note authenticated under this Indenture Notes Legend and the Restricted Notes Legend, which shall be registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer 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 authenticated by the Trustee as provided in this Indenture. The Senior Secured Regulation S Notes may shall be represented by issued initially in the form of one or more global Notes (collectively, the “Regulation S Temporary Global Notes, Note” and such together with the Regulation S Permanent Global Notes may be Restricted Global Notes, Temporary Note (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes or Regulation S Unrestricted Global NotesLegend and the Restricted Notes Legend, or any combination thereof. (ii) Notwithstanding any other provision in this Indenture, no Global Note may which shall be exchanged in whole or in part for Senior Secured deposited on behalf of the purchasers of the Notes registeredrepresented thereby with the Custodian, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 the Depositary or a Person other than nominee of the Depository Depositary, duly 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, 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 issued on the Issue Date, deposited with the 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 provided 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 such interests in the Rule 144A Global Note, the IAI Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or Note without a Restricted Notes Legend until the expiration of the Senior Secured 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 or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, transfers 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 Securities 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 termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) Depositary. Simultaneously with the authentication of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Permanent Global Note Note, the Trustee shall comply with subclause (F) of this clause (v)cancel the Regulation S Temporary Global Note. The provisions of this clause (v) providing for the “Operating Procedures of the Euroclear System” and “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 Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary the Regulation S Temporary Global Note or Security and the Regulation S Unrestricted Permanent Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note Security that are held by participants through Euroclear or Regulation S Unrestricted Global Note, as the case may beClearstream.

Global Notes. This Section 2.07(c(a) Provided that applicable depository eligibility requirements are met, upon the written election of any Holder that is a “Qualified Institutional Buyer”, as defined in Rule 144A under the Securities Act, the Company shall apply use its commercially reasonable efforts to Global Notes. (i) Each Global Note authenticated under this Indenture provide that the Notes shall be issued in the form of one or more Global Notes (each a “Global Note”) registered in the name of The Depository Trust Company or its nominee or another organization registered as a clearing agency under the Exchange Act, and designated by the Company as Depository designated for such Global Note or any successor thereto or a nominee thereof (the “Depository”) and delivered to such Depository or a nominee thereof or custodian therefor, in accordance with the applicable rules and each such Global Note shall constitute a single Global Note for all purposes procedures 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 thereofthe Depository (“Applicable Depository Procedures”). (iib) Notwithstanding any other provision in this Indentureherein, 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 maderegistered, in the name of any Person person other than the Depository for such Global Note or a nominee thereof unless (Ai) such Depository (1) has notified advises the Issuer Company in writing that it such Depository is unwilling no longer willing or unable able to continue properly discharge its responsibilities as Depository for with respect to such Global Note or Note, and no qualified successor is appointed by the Company within ninety (290) has ceased days of receipt of such notice, (ii) such Depository ceases to be a clearing agency registered under the Exchange Act, and, in either case, a Act and no successor Depository is not appointed by the Company within 90 ninety (90) days thereofafter obtaining knowledge of such event, (Biii) the Issuer executes Company elects to terminate the book-entry system through the Depository or (iv) an Event of Default (as defined in Section 11) shall have occurred and delivers be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) of this Section 13.2(b), the Company or its agent shall notify the Depository and instruct the Depository to notify all Holders of beneficial interests in such Global Note of the Trustee occurrence of such event and of the availability of physical, certificated Notes to be issued to such Holders of beneficial interests requesting the same. (c) 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 Authentication Order providing that beneficial interest in any Global Note, then either (i) such Global Note shall be so transferable, registrable and exchangeable, surrendered for exchange or cancellation as provided in this Section 13.2 or (Cii) there the principal amount thereof shall have occurred and be continuing reduced or increased by an Event of Default with respect amount equal to the Global Notes. Any Global Note exchanged pursuant portion thereof to subclause (A) above shall 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 Company or, if applicable, the Company’s Registrar, whereupon the Company or, if applicable, the Registrar, 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 accordance with the Applicable Depository Procedures, shall instruct the Depository for or its authorized representative to make a corresponding adjustment to its records. Upon any such Global Note. Notwithstanding any other provision in this Indenture, surrender or adjustment of a Global Note to which by the restriction set forth Depository, accompanied by registration instructions, the Company shall execute and deliver any Notes issuable 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 exchange for such Global Note shall have directed and no transfer thereof other than such a transfer may be registered(or any portion thereof) in accordance with the instructions of the Depository. (iiid) Subject to clause (ii) above, any exchange of a Every 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 executed and delivered upon registration of 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 thereof shall be authenticated executed 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 person other than the Depository for such Global Note or a nominee thereof. (ve) Notwithstanding any other provision The Depository or its nominee, as the registered owner of a Global Note, shall be the holder of such Global Note for all purposes under this Indenture or Note, and Holders of the Senior Secured Notes, transfers of beneficial interests in a Global Note of the kind described in Section 2.01 and in subclauses (B)shall hold such interests pursuant to Applicable Depository Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner’s beneficial interest in a Temporary Regulation S Global Note shall comply be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depository or its nominee or its Depository participants. If applicable, the Registrar and Paying Agent shall be entitled to deal with subclause the Depository for all purposes relating to a Global Note (Fincluding the payment of principal and interest thereon and the giving of instructions or directions by Holders of beneficial interests therein and the giving of notices) as the sole holder of this clause (v)the Note and shall have no obligations to the Holders of beneficial interests therein. The provisions Registrar shall have no liability in respect of this clause any transfers undertaken by the Depository. (vf) providing for transfers The rights of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form Holders of beneficial interests in a Restricted Global Note shall be exercised through the Depository and shall be limited to those established by law and agreements between such Holders and the Depository and/or its participants. (g) No holder of any beneficial interest in any Global Note held on its behalf by a Depository shall have any rights with respect to such Global Note, Temporary Regulation S and such Depository may be treated by the Company and any agent of the Company as the owner of such Global Note for all purposes whatsoever. Neither the Company nor any agent of the Company 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 or Regulation S Unrestricted Global Note maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall only apply if there is prevent the Company or any agent of the Company from giving effect to any written certification, proxy or other authorization furnished by a Restricted Global Note, Temporary Regulation S Global Note Depository or Regulation S Unrestricted Global Noteimpair, as between a Depository and such holders of beneficial interests, the case may beoperation of customary practices governing the exercise of the rights of the Depository (or its nominee) as holder of any Note.

Global Notes. This Section 2.07(c) shall apply The Dollar Notes offered and sold to Global Notes. (i) Each Global Note authenticated under this Indenture 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-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the "Restricted Dollar Global Note"), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Common Depositary, and registered in the name of the Depository designated for such Global Note Common Depositary or 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Noteits nominee, as the case may be, for the accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Dollar Global Note and recorded in the Security Register, as hereinafter provided, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-1 hereto. The Dollar 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 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the "Regulation S Dollar Global Note"), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Dollar Global Note and recorded in the Security Register, as hereinafter provided, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-1 hereto. The Euro 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-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the "Restricted Euro Global Note" and, together with the Restricted Dollar Global Note, the "Restricted Global Notes"), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Euro Global Note and recorded in the Security Register, as hereinafter provided, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-2 hereto. The Euro 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-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the "Regulation S Euro Global Note" and, together with the Regulation S Dollar Global Note, the "Regulation S Global Notes"), which shall be deposited on behalf of the purchasers of the Regulation S Euro Global Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Euro Global Note and recorded in the Security Register, as hereinafter provided, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-2 hereto.

Global Notes. This Section 2.07(c4(a)(2) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered PP-1 upward (collectively, the “4(a)(2) Global 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 Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company and delivered to such Depository authenticated by the Trustee as provided in this Second Lien Exchangeable Notes Indenture. One or a nominee thereof or custodian thereformore 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 issued at the request of the Trustee, deposited with the Custodian, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note Depositary or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured NotesDepositary, duly executed by the Company and authenticated by the Trustee as provided in this Second Lien Exchangeable Notes Indenture to accommodate transfers of beneficial interests in a the Second Lien Exchangeable Notes to IAIs subsequent to the initial distribution. Any 4(a)(2) Global Note of the kind described in Section 2.01 and in subclauses (B)Note, (C)Rule 144A Global Note, (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v)IAI Global Note, and all transfers of an interest in a Temporary Regulation S Global Note and Unrestricted Global Note is each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall comply represent such of the 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 increased, as applicable, 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 Second Lien Exchangeable Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with subclause (Finstructions given by the Holder thereof as required by Section 2.06 of this Second Lien Exchangeable Notes Indenture and Section 2.2(c) 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.Appendix A.

Global Notes. This Section 2.07(c4(a)(2) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered PP-1 upward (collectively, the “4(a)(2) Global Note”), the Rule 144A Notes shall be issued initially in the form of one or more permanent global Third 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 Third 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 Third Lien Exchangeable Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company and delivered to such Depository authenticated by the Trustee as provided in this Third Lien Exchangeable Notes Indenture. One or a nominee thereof or custodian thereformore global Third 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 issued at the request of the Trustee, deposited with the Custodian, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note Depositary or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured NotesDepositary, duly executed by the Company and authenticated by the Trustee as provided in this Third Lien Exchangeable Notes Indenture to accommodate transfers of beneficial interests in a the Third Lien Exchangeable Notes to IAIs subsequent to the initial distribution. Any 4(a)(2) Global Note of the kind described in Section 2.01 and in subclauses (B)Note, (C)Rule 144A Global Note, (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v)IAI Global Note, and all transfers of an interest in a Temporary Regulation S Global Note and Unrestricted Global Note is each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall comply represent such of the outstanding Third 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 Third Lien Exchangeable Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Third Lien Exchangeable Notes represented thereby may from time to time be reduced or increased, as applicable, 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 Third Lien Exchangeable Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with subclause (Finstructions given by the Holder thereof as required by Section 2.06 of this Third Lien Exchangeable Notes Indenture and Section 2.2(c) 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.Appendix A.

Global Notes. This (a) Except for a transfer pursuant to the provisions of Section 2.07(c2.06(b)(v) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforhereof, 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 portions of a Global Note in whole or in part may be made, in the name of any Person other than series deposited with the Depository for Depositary pursuant to Section 2.04 shall be transferred in certificated form to the beneficial owners thereof only if such Global Note or a nominee thereof unless transfer complies with Section 2.06 and (Ai) such Depository (1) has notified the Issuer Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2) has ceased if at any time such Depositary ceases to be a “clearing agency agency” registered under the Exchange Act, and, in either case, Act and a successor Depository depositary is not appointed by the Company within 90 days thereofof such notice or within 90 days after the Company becomes aware of such cessation, (Bii) 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 continuing 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 Global Notes. Any Notes with fractional undivided interests aggregating not less than a majority interest advise the Trustee, the Company and the Depositary through Agent Members in writing that the continuation of a book-entry system through the Depositary or its successors is no longer in their best interest or (iii) the Company determines (subject to the procedures of the Depositary) that the Notes of such series shall no longer be represented by such Global Note. (b) A Global Note exchanged of a series, portions of which are transferable to the beneficial owners thereof pursuant to subclause (A) above this Section 2.05, shall be so exchanged in whole and not in part and any Global Note exchanged pursuant surrendered by the Depositary to subclause (B) or (C) above may be exchanged the Trustee at its Corporate Trust Office for registration of transfer, in whole or from time to time in part as directed by part, without charge, and the Depository for 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. 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 Any portion of a Global Note for whose registration is transferred pursuant to this Section 2.05 shall be executed, authenticated and delivered only in the denominations, if other Senior Secured 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 may be made and registered in whole or in part, and all Senior Secured Notes issued 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 any portion thereof of such series shall be registered in such name or names as bear the Depository for such Global Note shall directPrivate Placement Legend. (ivc) Every Senior Secured 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 through Agent Members, to take any action which a Noteholder is entitled to take under this Indenture or the Notes of the applicable series. (d) In the event of the occurrence of any of the events specified in paragraph (a) of this Section 2.05, the Company 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 first paragraph of Section 2.04(d) (both before and delivered upon registration after the expiration of transfer ofthe Restricted Period) and the Rule 144A Global Notes of each series shall each be assigned separate securities identification numbers. (f) None of the Company, the Trustee nor any agent of the Company or in exchange the Trustee will have any responsibility or liability for any aspect of the records relating to or in lieu of, payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any portion thereof, whether pursuant records relating 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 Depository for such Global Note or a nominee thereofbeneficial ownership interests. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c(a) shall apply to Any Notes that are no longer part of Corporate Units will be issued initially in the form of one or more Registered Global Securities (the "Global Notes. (i") Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated Depositary or its nominee. Unless and until they are exchanged for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforthe Notes in registered form, 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 Notestransferred, Temporary Regulation S Global Notes in whole but not in part, only to the Clearing Agency or Regulation S Unrestricted Global Notesa nominee of the Clearing Agency, or any combination thereof. (ii) Notwithstanding any other provision to a successor Clearing Agency selected or approved by the Company or to a nominee of such successor Clearing Agency. In addition, the Company may issue a Note in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer the form of a Global Note in whole or in part may be made, in with $0.00 balance. (b) If at any time (i) the name of any Person other than Clearing Agency notifies the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer Company that it is unwilling or unable to continue as Depository a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Clearing Agency ceases to be a clearing agency registered under the Exchange Act, and, in either case, a Act at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Depository is not Clearing Agency shall have been appointed within 90 days thereofafter the Company becoming aware of the Clearing Agency's ceasing to be so registered, (Biii) the Issuer executes and delivers to Company, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable or (Civ) there shall have occurred and be continuing an Event of Default with respect Default, the Company will execute, and subject to Article Two of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged 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 exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the 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 Note in definitive registered form without coupons, in authorized denominations, the 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 cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct. (iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofClearing Agency or its custodian, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Clearing Agency for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.

Global Notes. This Section 2.07(c) shall apply Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and released from the Collateral Account will be issued in permanent global form (a “Global Note”), and if issued as one or more Global Notes. (i) Each Global Note authenticated under this Indenture , the Depository shall be The Depository Trust Company or such other depository 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 Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered in the name of the Depository designated for such or its nominee, each having a zero principal balance. Upon the creation of Treasury Units or the recreation of Corporate Units, an appropriate annotation shall be made on the Schedule of Increases and Decreases on the Global Notes held by or on behalf of the Depository and on the Pledged Note or 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 Indentureheld by the Collateral Agent. The Senior Secured Notes may be represented by one or more Global Notes, and such the Global Notes may will be Restricted Global Notes, Temporary Regulation S Global exchangeable for Notes or Regulation S Unrestricted Global Notes, or any combination thereof. in certificated form only (iia) 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 if the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified notifies the Issuer Company that it is unwilling or unable to continue as Depository for such the Global Note Notes or (2) has ceased if at any time the Depository ceases to be a clearing agency registered under the Exchange Act, and, in either case, and the Company has not appointed a successor Depository is not appointed within 90 days thereofof that notice or of its becoming aware of such cessation or (b) upon recreation of Corporate Units; provided that, (B) the Issuer executes and delivers subject to the Trustee last paragraph of Section 2.03, 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 to be exchanged. Except as provided above, owners of beneficial interest in a Authentication Order providing that 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 the Notes shall be so transferablemade, registrable and exchangeableonly to the Depository or a nominee of the Depository, or (C) there shall have occurred and be continuing an Event to a successor Depository selected or approved by the Company or to a nominee of Default with respect to the Global Notessuch successor Depository. Any Global Note exchanged that is exchangeable 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. 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 (iia) 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 the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c(a) shall apply Unless and until it is exchanged for the Notes in registered form, one or more global Notes in principal amount equal to Global Notesthe aggregate principal amount of all outstanding Notes ("GLOBAL NOTES") may be transferred, in 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 Corporation or to a nominee of such successor Depositary. (b) If at any time (i) Each Global Note authenticated under this Indenture shall be registered in the name of Depositary notifies the Depository designated for such Global Note or 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 Corporation that it is unwilling or unable to continue as Depository a Depositary for the Global Notes and no successor Depositary shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Depositary ceases to be a clearing agency registered under the Securities Exchange Act, and, in either case, a Act of 1934 at any time the Depositary is required to be so registered to act as such Depositary and no successor Depository is not Depositary shall have been appointed within 90 days thereofafter the Corporation's becoming aware of the Depositary's ceasing to be so registered, (Biii) the Issuer executes and delivers to Corporation, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable for Notes in definitive registered form or (Civ) there shall have occurred and be continuing an Event of Default with respect Default, the Corporation will execute, and subject to Article Five of the Base Indenture, the Trustee, upon written notice from the Corporation, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged 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 exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the 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 Notes in definitive registered form without coupons, in authorized denominations, the 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 cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct. (iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofDepositary, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Depositary for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.

Global Notes. This Section 2.07(c) Rule 144A Notes shall apply to be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Notes. (i) Each Note”), without interest coupons and bearing the Global Note authenticated under this Indenture Notes Legend and the Restricted Notes Legend, which shall be registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer 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 authenticated by the Trustee as provided in this Indenture. The Senior Secured Regulation S Notes may shall be represented by issued initially in the form of one or more global Notes (collectively, the “Regulation S Temporary Global Notes, Note” and such together with the Regulation S Permanent Global Notes may be Restricted Global Notes, Temporary Note (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes or Regulation S Unrestricted Global NotesLegend and the Restricted Notes Legend, or any combination thereof. (ii) Notwithstanding any other provision in this Indenture, no Global Note may which shall be exchanged in whole or in part for Senior Secured deposited on behalf of the purchasers of the Notes registeredrepresented thereby with the Custodian, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 the Depositary or a Person other than nominee of the Depository Depositary, duly 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, 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 issued on the Issue Date, deposited with the 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 provided 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 such interests in the Rule ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, the IAI Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or Note without a Restricted Notes Legend until the expiration of the Senior Secured 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 or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, transfers 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 Securities 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 termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) Depositary. Simultaneously with the authentication of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Permanent Global Note Note, the Trustee shall comply with subclause (F) of this clause (v)cancel the Regulation S Temporary Global Note. The provisions of this clause (v) providing for the “Operating Procedures of the Euroclear System” and “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 Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary the Regulation S Temporary Global Note or Security and the Regulation S Unrestricted Permanent Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note Security that are held by participants through Euroclear or Regulation S Unrestricted Global Note, as the case may beClearstream.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (ia) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary 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. (iib) 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 maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (Ai) such Depository Depositary (1A) has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2B) has ceased to be a clearing agency registered as such under the Exchange Act, and, and in either case, case the Company fails to appoint a successor Depository is not appointed within 90 days thereofDepositary, (Bii) the Issuer Company executes and delivers to the Trustee a Authentication Company Order providing stating that such it elects to cause the issuance of the Notes in certificated form and that all Global Note Notes shall be so transferable, registrable and exchangeable, exchanged in whole for Securities that are not Global Notes (in which case such exchange shall be effected by the Trustee) or (Ciii) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause Note. (Ac) above shall be so exchanged in whole and not in part and If any Global Note is to be exchanged pursuant for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to subclause (B) the Trustee, as Security Registrar, for exchange or (C) above may cancellation as provided in this Article Three. 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 from time to time in part as directed by the Depository for a beneficial interest in any Global Note, then either (i) such Global Note. Notwithstanding any other provision Note shall be so surrendered for exchange or cancellation as provided in this IndentureArticle 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. Upon any such surrender or adjustment of a Global Note Note, the Trustee shall, subject to which the restriction set forth Section 306(c) and as otherwise provided in the second preceding sentence shall have ceased to apply may be transferred only tothis Article Three, authenticate and may be registered and exchanged for Senior Secured deliver any Notes registered only issuable in the name or names of, such Person or Persons as the Depository exchange for such Global Note shall have directed (or any portion thereof) to or upon the order of, and no transfer thereof other than registered in such a transfer names as may be registereddirected 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. (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. (ivd) 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 2.07Article Three or otherwise, 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 Depository Depositary for such Global Note or a nominee thereof. (ve) Notwithstanding any other provision The Depositary or its nominee, as registered owner of this Indenture or a Global Note, shall be the Holder of such Global Note for all purposes under the Indenture, the Notes and the Senior Secured NotesSubordinated Guarantees, transfers and owners of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described in Section 2.01 and in subclauses (B)Applicable Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner's beneficial interest in a Temporary Regulation S Global Note will be shown only on, and the transfer of such interest shall comply with subclause (F) be effected only through, records maintained by the Depositary or its nominee or its Agent Members. SECTION 306. Registration, Registration 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beTransfer and Exchange Generally; Restrictions on Transfer and Exchange; Securities Act Legends.

Global Notes. This The Notes shall initially be issued in global form. U.S. Bank Europe DAC, shall be the initial Common Depositary for the Notes. The fourth to last paragraph of Section 2.07(c) 3.3 of the Base Indenture shall not apply to Global 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) Each the Depositary for the Global Note authenticated under this Indenture shall be registered in Securities of such series notifies the name of the Depository designated for such Global Note or 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 Company that it is unwilling or unable to continue as Depository Depositary for the global Securities of such Global Note series or (2) has ceased such Depositary ceases to be a clearing agency registered as such under the Securities Exchange ActAct of 1934, as amended, or any successor thereto if so required by applicable law or regulation and, in either case, a successor Depository is Depositary for such Securities shall not have been appointed by the Company within 90 days thereofafter the Company receives such notice or becomes aware of such ineligibility, as the case may be, or (Bii) the Issuer Company, in its 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 Authentication Company Order providing to the effect that such Global Note global Securities shall be so transferableexchangeable. In such event, registrable the Company shall execute, and exchangeablethe 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 or (C) there shall have occurred on behalf of Clearstream or Euroclear as the beneficial holder thereof, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such 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 continuing an Event liable for any delay by Clearstream or Euroclear or any participant or indirect participant in Clearstream or Euroclear in identifying the beneficial owners of Default the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from Clearstream or Euroclear for all purposes, including with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole registration 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. 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 todelivery, and may be registered and exchanged for Senior Secured Notes registered only in the name or names ofrespective principal amounts, 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 certificated Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bebe issued.”

Global Notes. This Section 2.07(c(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 apply to Global Notes. be The Depository Trust Company (i“DTC”) Each Global Note authenticated under this Indenture and such Notes shall be registered in the name of the Depository designated Cede & Co., as nominee for such Global Note or 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 thereofDTC. (iib) Notwithstanding any other provision Such Notes shall be initially issued in this Indenture, no Global Note may be exchanged in whole or in part for Senior Secured Notes registered, and no transfer the form of a Global Note in whole or in part may be made, 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 registered in the Note Register 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 Person 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 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 sums so paid. Except as otherwise provided in Section 14(c) and (g) below, no person other than DTC shall receive authenticated Note certificates evidencing the Depository for 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 or a nominee thereof unless shall be exchangeable for Notes in certificated form registered in the names of Participants and/or Beneficial Owners if, but only if, (Ai) such Depository (1) has notified DTC notifies the Issuer that it is unwilling or unable to continue as Depository depositary for such Global Note Notes or (2) has ceased at any time ceases to be a clearing agency registered as such under the Exchange 1934 Act, and, in either case, a successor Depository is not appointed within 90 days thereof, (Bii) the Issuer executes and delivers to instructs the Trustee a Authentication Order providing Issuing Agent that such Global Note shall be so transferable, registrable and exchangeable, exchangeable or (Ciii) there shall have occurred and be continuing a default or an Event event that with notice or passage of Default time, or both, would constitute a default with respect to the Global Notes. Any Global In any such event, the Issuing Agent shall issue, transfer and exchange Note exchanged certificates as requested by DTC in appropriate amounts pursuant to subclause (A) above this Agreement. The Issuer shall be so exchanged pay all costs in whole connection with the production, execution and not in part and any Global delivery of such Note exchanged pursuant to subclause (B) or (C) above may be exchanged in whole or from time to time in part as directed by certificates. If Note certificates are issued, the Depository for such Global Note. Notwithstanding any other provision in provisions of this Indenture, a Global Note to which the restriction set forth in the second preceding sentence Agreement shall have ceased to apply may be transferred only to, among other things, the transfer and may be registered exchange of such certificates and exchanged for Senior Secured Notes registered only in the name or names method of payment of principal of, premium, if any, and interest on 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 registeredcertificates. (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 Depository for such Global Note or a nominee thereof. (vd) Notwithstanding any other provision of this Indenture or of Agreement to the Senior Secured Notescontrary, transfers of interests in so long as any Notes are evidenced by a Global Note Note, registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the kind described in Section 2.01 and in subclauses principal of (B)premium, (C), (Dif any) and (E) of this clause (v) below interest on such Notes and all notices with respect to such Notes shall be made only and given, respectively, to DTC as provided in accordance with this clause (v)the representation letter relating to the Notes among DTC, the Issuing Agent and all transfers of an interest in a Temporary Regulation S Global Note shall the Issuer. The Issuing Agent is hereby authorized and directed to comply with subclause all terms of the representation letter. (Fe) In connection with any notice or other communication to be provided to the holders of this clause (v). The provisions such Notes by the Issuer or the Issuing Agent with respect to any consent or other action to be taken by the holders of this clause (v) providing for transfers of Senior Secured Notes such Notes, the Issuer or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global NoteIssuing Agent, as the case may be, shall seek to establish a 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 the sole holder of the Notes. (f) Neither 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 holder of the 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 subsection (c) of this Section 14 after which no substitute book-entry depository is appointed, such Global Notes shall be registered in whatever name or names holders transferring or exchanging such Global Notes shall designate in accordance with the provisions of this Agreement.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each The Global Notes shall bear the Global Note authenticated under this Indenture Legend [and the OID Legend]. The Global Notes initially shall (1) be registered in the name of the Depository designated or the nominee of such Depository, in each case for credit to an account of an Agent Member and (2) be delivered to the Trustee as custodian for such Depository. Members of, or direct or indirect participants in, the Depository, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or a nominee thereof the Trustee as its custodian, or under the Global Notes. The Depository may be treated by the Issuer, the Trustee and delivered to such Depository any agent of the Issuer or a nominee thereof or custodian therefor, and each such the Trustee as the absolute owner of the Global Note shall constitute a single Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of this Indenture. The Senior Secured Notes the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository, Euroclear or Clearstream as the case may be represented by one or more Global Notesbe, and such Global Notes may be Restricted Global Notestheir respective Agent Members, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or the operation of customary practices governing the exercise of the rights of a Holder of any combination thereofNote. (ii) Notwithstanding any other provision Transfers of Global Notes shall be limited to transfer in this Indenturewhole, no 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, Euroclear or Clearstream as the case may be, and the provisions of Section 2.07. A Global Note may shall be exchanged in whole or in part exchangeable for Senior Secured Definitive 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 only if (x) the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified notifies the Issuer that it is unwilling or unable to continue as Depository depository, for such Global Note or and the Issuer thereupon fails to appoint a successor depository, (2y) the Depository 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, Act or (Cz) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. Notwithstanding In all cases, Definitive Notes delivered in exchange for any other provision in this Indenture, a Global Note to which the restriction set forth or beneficial interests therein shall be registered in the second preceding sentence shall have ceased to apply may be transferred only tonames, and may be registered and exchanged for Senior Secured Notes registered only issued in the name any approved denominations, requested by or names of, such Person or Persons as on behalf of the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registeredin accordance with its customary procedures. (iii) Subject to clause (ii) above, any exchange In connection with the transfer of a Global Note for other Senior Secured Notes may be made in whole or in partas an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.02(b), 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 directbe 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) Every Senior Secured Note authenticated and delivered upon registration The Holder of transfer of, or in exchange for or in lieu of, a any Global Note or may grant proxies and otherwise authorize any portion thereofPerson, whether pursuant including Agent Members and Persons that may hold interests through Agent Members, 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, take any action which a Global Note, unless such Senior Secured Note Holder is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of entitled to take under this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each The Global Notes shall bear the Global Note authenticated under this Indenture Legend. The Global Notes initially shall (1) be registered in the name of the Depository designated or the nominee of such Depository, in each case for credit to an account of an Agent Member and (2) be delivered to the Trustee as custodian for such Depository. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or a nominee thereof the Trustee as its custodian, or under the Global Notes. The Depository may be treated by the Issuer, the Trustee and delivered to such Depository any agent of the Issuer or a nominee thereof or custodian therefor, and each such the Trustee as the absolute owner of the Global Note shall constitute a single Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of this Indenture. The Senior Secured Notes may be represented the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished 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 Notesthe Depository, or impair the operation of customary practices governing the exercise of the rights of a Holder of any combination thereofNote. (ii) Notwithstanding any other provision Transfers of Global Notes shall be limited to transfer in this Indenturewhole, no 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 2.07. A Global Note may shall be exchanged in whole or in part exchangeable for Senior Secured Definitive 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 only if (x) the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified notifies the Issuer that it is unwilling or unable to continue as Depository depository, for such Global Note or and the Issuer thereupon fails to appoint a successor depository, (2y) the Depository 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, Act or (Cz) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. Notwithstanding In all cases, Definitive Notes delivered in exchange for any other provision in this Indenture, a Global Note to which the restriction set forth or beneficial interests therein shall be registered in the second preceding sentence shall have ceased to apply may be transferred only tonames, and may be registered and exchanged for Senior Secured Notes registered only issued in the name any approved denominations, requested by or names of, such Person or Persons as on behalf of the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registeredin accordance with its customary procedures. (iii) Subject to clause (ii) above, any exchange In connection with the transfer of a Global Note for other Senior Secured Notes may be made in whole or in partas an entirety to beneficial owners pursuant to subsection (ii) of this Section 2.02(b), 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 directbe 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) Every Senior Secured Note authenticated and delivered upon registration The Holder of transfer of, or in exchange for or in lieu of, a any Global Note or may grant proxies and otherwise authorize any portion thereofPerson, whether pursuant including Agent Members and Persons that may hold interests through Agent Members, 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, take any action which a Global Note, unless such Senior Secured Note Holder is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of entitled to take under this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c(a) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered in If Notes are eligible for book-entry settlement with the name of the Depository designated for Depositary, such Global Note or 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 Notes in global form (each, a “Global Notes, Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and such exchange of beneficial interests in a Global Notes may Note that does not involve the issuance of a Physical Note shall be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notes, or any combination thereofeffected through the Depositary in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. (iib) Notwithstanding any other provision in this Indenture, no A Global Note may not be exchanged in transferred as a whole or in part except (i) 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 and (ii) for Senior Secured Notes registered, and no transfer exchange 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 portion thereof unless for one or more Physical Notes in accordance with this Appendix A. (Ac) 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 The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, andeach Global Note shall be issued to the Depositary, registered in either casethe name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. (d) If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor Depository depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary 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 (Ciii) there shall have occurred and be continuing an Event of Default with respect to the Global Notes has occurred and is continuing and a beneficial owner of any Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate, an Opinion of Counsel, and a Company Order for the authentication and delivery of Notes. Any Global , shall authenticate and deliver (x) in the case of clause (iii), a Physical Note exchanged pursuant to subclause such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (Ay) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause the case of clause (Bi) or (Cii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) above may be exchanged in whole or from time an aggregate principal amount equal to time the aggregate principal amount of such Global Notes in part as directed by the Depository exchange for such Global Note. 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 toNotes, and may be registered and exchanged for Senior Secured upon delivery of the Global Notes registered only in to the name or names of, such Person or Persons as the Depository for Trustee such Global Note Notes shall have directed and no transfer thereof other than such a transfer may be registeredcanceled. (iiie) 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 Physical Notes issued in exchange for all or a part of the Global Note or any portion thereof pursuant to this Section 1.2 of Appendix A shall be registered in such name or names and in such authorized denominations as the Depository for Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii) of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Global Note shall directPhysical Notes to the Persons in whose names such Physical Notes are so registered. (ivf) 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 At such Senior Secured Note is registered in the name of a Person other than the Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of time as all interests in a Global Note of have been converted, canceled, repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only Trustee in accordance with this clause (v)standing procedures and existing instructions between the Depositary and the Custodian. At any time prior to such cancellation, and all transfers of an if any interest in a Temporary Regulation S Global Note shall comply with subclause (F) is exchanged for Physical Notes, converted, canceled, repurchased, redeemed or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part 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 form of beneficial interests in a Restricted such Global Note, Temporary Regulation S the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Noteincreased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase. (g) None of the Company, the Trustee (acting in any capacity) or any agent of the Company or the Trustee shall 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 or maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any action or inaction of the Depositary. Each Note that is a Global Note shall be subject to the restrictions on transfer set forth in this Section 1.2 of Appendix A (including the legend set forth below): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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 IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (h) Any temporary Note that is a Global Note issued pursuant to Regulation S shall be subject to the restrictions on transfer set forth in this Section 1.2(h) of Appendix A (including the legend set forth below): THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE. THE HOLDER OF THIS NOTE BY ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IF IT IS A PURCHASER IN A SALE THAT OCCURS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OF THE SECURITIES ACT, IT ACKNOWLEDGES THAT, UNTIL EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF RULE 903 OF REGULATION S, ANY OFFER OR SALE OF THIS NOTE SHALL NOT BE MADE BY IT TO A U.S. PERSON TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON WITHIN THE MEANING OF RULE 902(k) UNDER THE SECURITIES ACT.

Global Notes. This 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 2.07(c2.7 (b)(iii), 2.7(d)(ii), 2.7(d)(iii) and 2.7(f) and shall apply 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 (ib)(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 authenticated under this Indenture shall represent such of the outstanding Notes as shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, specified therein and each such Global Note shall constitute a single Global Note for all purposes provide that it shall represent the aggregate principal amount at maturity of outstanding Discount Notes or 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 reduced or increased, as appropriate, to reflect exchanges, transfers of interests therein, redemptions and repurchases in accordance with the terms of this Indenture. The Senior Secured Any endorsement of Schedule A to a Global Note to reflect the amount of any increase or decrease in the principal amount at maturity of outstanding Discount Notes may be represented by one or more Global 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 such 4.15 hereof. Except as set forth in Section 2.7(a) hereof, the Dollar Global Notes may be Restricted Global Notestransferred, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part part, only to a successor of the Dollar Book-Entry Depositary and any the Sterling 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. 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 transferred, in whole or and not in part, and all Senior Secured Notes issued in exchange for only to 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or successor of the Senior Secured Notes, transfers of interests in a Global Sterling Book-Entry Depositary or the Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only Custodian in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beapplicable Deposit Agreement.

Global Notes. This Section 2.07(c(a) shall apply 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 Notes") may be transferred, in 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 Company or to a nominee of such successor Depositary. (b) If at any time (i) Each Global Note authenticated under this Indenture shall be registered in the name of Depositary notifies the Depository designated for such Global Note or 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 Company that it is unwilling or unable to continue as Depository a Depositary for the Global Notes and no successor Depositary shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Depositary ceases to be a clearing agency registered under the Securities Exchange Act, and, in either case, a Act of 1934 at any time the Depositary is required to be so registered to act as such Depositary and no successor Depository is not Depositary shall have been appointed within 90 days thereofafter the Company's becoming aware of the Depositary's ceasing to be so registered, (Biii) the Issuer executes and delivers to Company, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable for Notes in definitive registered form or (Civ) there shall have occurred and be continuing an Event of Default with respect 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 in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged 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 exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the 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 Notes in definitive registered form without coupons, in authorized denominations, the 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 cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct. (iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofDepositary, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Depositary for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository Depositary designated by the Company for such Global Note or a nominee thereof and delivered to such Depository Depositary 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 thereofCompany hereby appoints DTC as the Depositary. (ii) Notwithstanding any other provision in this IndentureExcept 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 Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless (A) such Depository Depositary (1i) has notified the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2ii) has ceased to be a clearing agency registered as such under the Exchange Act, and, Act or announces an intention permanently to cease business or does in either case, a successor Depository is not appointed within 90 days thereof, fact do so or (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 continuing an Event of Default with respect to such Global Note. In such event, if a successor Depositary for such Global Note is not appointed by the Company within 90 calendar days after the Company receives such notice or becomes aware of such ineligibility, the Company shall execute, and the Trustee, upon receipt of an Officers' Certificate directing the authentication and delivery of non-Global Notes. Any , shall authenticate and deliver, non-Global Notes, in any authorized denominations in an aggregate principal amount equal to the principal amount of such Global Note exchanged pursuant to subclause in exchange for such Global Note. (Aiii) above shall be so exchanged in whole and not in part and If any Global Note is to be exchanged pursuant for other Notes or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to subclause (B) the Trustee, as Registrar, for exchange or (C) above may cancellation, as provided in this Article 3. 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 from time to time in part as directed by the Depository for such a beneficial interest in any Global Note. Notwithstanding any other provision , in each case, as provided in Article 2 of this Indenture, then either (A) such Global Note shall be so surrendered for exchange or cancellation, as provided in this Article 3, 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 Note, the Trustee shall, subject to which the restriction set forth this Article 3, authenticate and deliver any Notes issuable 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 exchange 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 thereof) to or upon the order of, and registered in such name or names as may be directed by, the Depository for Depositary or its authorized representative. The Trustee shall be entitled to receive from the Depositary the names, addresses and tax identification numbers of the Persons in whose name the Notes are to be registered prior to such authentication and delivery. 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 Note Notes. The Trustee shall directbe 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 3 if such order, direction or request is given or made in accordance with the Applicable Procedures (to the extent such procedures are applicable to such direction or request). (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 2.07Article 3 or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in the form of, and shall be, a registered Global Note, unless such Senior Secured Note is registered in the name of a Person other than the Depository Depositary for such Global Note or a nominee thereof, in which case such Note shall be authenticated and delivered in accordance with clause (b) of this Section 3.03. (v) Notwithstanding any other provision The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under this Indenture or of and the Senior Secured Notes, transfers and owners of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described in Section 2.01 and in subclauses (B)Applicable Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner's beneficial interest in a Temporary Regulation S Global Note shall comply with subclause (F) be shown only on, and the transfer of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes such interest shall be effected only through, records maintained by the Depositary or beneficial interests in Global Notes to Persons who wish to take delivery in the form its nominee or its Agent Members and such owners of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note not be considered the owners or Regulation S Unrestricted Global Note, as the case may beholders thereof.

Global Notes. This Section 2.07(c(a) shall apply to The Notes will be issued initially in the form of one or more Registered Global Securities (the "Global Notes. (i") Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated Depositary or its nominee. Unless and until they are exchanged for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforthe Notes in registered form, 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 Notestransferred, Temporary Regulation S Global Notes in whole but not in part, only to the Depositary or Regulation S Unrestricted Global Notesa nominee of the Depositary, or any combination thereofto a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (iib) Notwithstanding If at 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 time (i) the name of any Person other than Depositary notifies the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer Company that it is unwilling or unable to continue as Depository a Depositary for the Global Notes and no successor Depositary shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, a Act at any time the Depositary is required to be so registered to act as such Depositary and no successor Depository is not Depositary shall have been appointed within 90 days thereofafter the Company becoming aware of the Depositary's ceasing to be so registered, (Biii) the Issuer executes and delivers to Company, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable or (Civ) there shall have occurred and be continuing an Event of Default with respect Default, the Company will execute, and subject to Article Two of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged 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 exchange for such Global Note. Notwithstanding any other provision in this Indenture, a . (c) Upon exchange of the 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 Note in definitive registered form without coupons, in authorized denominations, the 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 cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct. (iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofDepositary or its custodian, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Depositary for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.

Global Notes. This Section 2.07(c(a) shall apply to Any Notes that are no longer part of Income PRIDES will be issued initially in the form of one or more Global Securities (the "Global Notes. (i") Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated Depositary or its nominee. Unless and until it is exchanged for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian thereforthe Notes in registered form, 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 Notestransferred, Temporary Regulation S Global Notes in whole but not in part, only to the Clearing Agency or Regulation S Unrestricted Global Notesa nominee of the Clearing Agency, or any combination thereofto a successor Clearing Agency selected or approved by the Company or to a nominee of such successor Clearing Agency. (iib) Notwithstanding If at 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 (i) time the name of any Person other than Clearing Agency notifies the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified the Issuer Company that it is unwilling or unable to continue as Depository a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Clearing Agency at any time ceases to be a clearing agency registered under the Securities Exchange Act, and, in either case, a Act of 1934 at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Depository is not Clearing Agency shall have been appointed within 90 days thereofafter the Company becoming aware of the Clearing Agency's ceasing to be so registered, (Biii) the Issuer executes and delivers to Company, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable or (Civ) there shall have occurred and be continuing an Event of Default with respect 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 in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged 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 exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the 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 Notes in definitive registered form without coupons, in authorized denominations, the 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 cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct. (iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofClearing Agency, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Clearing Agency for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture 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 (collectively, the “Rule 144A Global Note”) 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”), 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 Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Custodian or a nominee thereof of the Custodian, duly executed by the Issuer and delivered to such Depository authenticated by the Trustee as provided in the Indenture. One or a nominee thereof or custodian thereformore 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 issued on the Issue Date, deposited with the Custodian, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note Custodian or a nominee thereof. (v) Notwithstanding any other provision of the Custodian, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture or of the Senior Secured Notes, to accommodate transfers of beneficial interests in a the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note of Note, the kind described in Section 2.01 and in subclauses (B)IAI Global Note, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary 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 comply 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 increased, as applicable, 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 Paying Agent or the Registrar in accordance with subclause (Finstructions given by the holder thereof as required by Section 2.06 of this Indenture and Section 2.2(c) 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.Appendix A.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture 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 (collectively, the “Rule 144A Global Note”) 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”), 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 Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company 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 authenticated by the Trustee as provided in the Indenture. The Senior Secured Notes may offered and sold to IAIs shall be represented by issued initially in the form of one or more IAI 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, substantially 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. Notwithstanding any other provision in this Indenture, a Global Note to which the restriction form set forth in Exhibit A, deposited with the second preceding sentence Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall have ceased to apply may be transferred only to, bear the Global Notes Legend and may be registered and exchanged for Senior Secured Restricted Notes registered only Legend. Beneficial ownership interests 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Rule 144A Global Note, Temporary the 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 or Regulation S and any Unrestricted Global Note shall only apply if there is are each referred to herein as a Restricted “Global Note, Temporary Regulation S ” and are collectively referred to herein as “Global Notes.” Each Global Note or Regulation S Unrestricted 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 increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the case may be.amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall 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 of the Indenture and Section 2.3(c) of this Appendix A.

Global Notes. This Section 2.07(c(a) shall apply to Global Notes. (i) Each If any Global Note authenticated under this Indenture is to be exchanged for other Notes or cancelled in whole, it shall be registered in the name surrendered by or on behalf of the Depository designated or its nominee to the Security Registrar for such exchange or cancellation as provided in Section 305 of the Indenture. If any Global Note or a nominee thereof and delivered is to such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Global Note be exchanged 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 other Notes or Regulation S Unrestricted Global Notescancelled in part, or any combination thereof. (ii) Notwithstanding any other provision in this Indenture, no Global if another Note may is to be exchanged in whole or in part for Senior Secured Notes registereda beneficial interest in any Global Note, 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 then either (Ai) 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, surrendered for exchange or cancellation as provided in Section 305 of the Indenture or (Cii) there the principal amount thereof shall have occurred and be continuing reduced or increased by an Event of Default with respect amount equal to the Global Notes. Any Global Note exchanged pursuant portion thereof to subclause (A) above shall 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 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 accordance with the Applicable Procedures, shall instruct the Depository for or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note. Notwithstanding any other provision in this Indenture, a Global Note the Trustee shall, subject to which the restriction set forth Section 3.02(b) and as otherwise provided in the second preceding sentence shall have ceased to apply may be transferred only toIndenture (as amended and supplemented by this Third Supplemental Indenture), authenticate and may be registered and exchanged for Senior Secured deliver any Notes registered only issuable in the name or names of, such Person or Persons as the Depository exchange for such Global Note shall have directed (or any portion thereof) to or upon the written order of, and no transfer thereof other than registered in such a transfer names as may be registereddirected by, the Depository or its authorized representative. Upon the request of the 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 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. (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. (ivb) 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 2.07Article Three or otherwise, 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 Depository for such Global Note or a nominee thereof. (vc) Notwithstanding any other provision The Depository or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under this Third Supplemental Indenture, the Indenture or of and the Senior Secured Notes, transfers and owners of beneficial interests in a Global Note of shall hold such interests pursuant to the kind described in Section 2.01 and in subclauses (B)Applicable Procedures. Accordingly, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an any such owner's beneficial interest in a Temporary Regulation S Global Note will be shown only on, and the transfer of such interest shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes be effected only through, records maintained by the Depository or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note its nominee or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beits Agent Members.

Global Notes. This Section 2.07(c(a) shall apply With respect to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered Notes issuable in the name of the Depository designated for such Global Note whole or 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 in part as one or more Global Notes, the Corporation shall cause to be kept by and at the principal offices of the Trustee in Vancouver, British Columbia and Toronto, Ontario and by the Trustee or 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 such Global Notes may be Restricted Global Notes, Temporary Regulation S Global Notes or Regulation S Unrestricted Global NotesNote (being the Depository, or any combination its nominee, for such Global Note) as holder thereof and particulars of the Global Note held by it, and of all transfers thereof. (iib) Notwithstanding any other provision in of this Indenture, no a Global Note may not be exchanged transferred by the registered holder thereof and accordingly, except to the extent contemplated by Section 2.4(d), no definitive certificates shall be issued to Beneficial Holders except in whole the following circumstances or as otherwise specified in part for Senior Secured a resolution of the Trustee, a resolution of the Board of Directors, Officers’ Certificate or supplemental indenture: (i) Global Notes registered, and no transfer may be transferred 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; (ii) Global Note in whole or in part Notes may be made, in the name of transferred at any Person other than time after the Depository for such Global Note or a nominee thereof unless Notes (A) such Depository (1i) has notified the Issuer Trustee, or the Corporation has notified the Trustee, that it is unwilling or unable to continue as Depository for such Global Note Notes, or (2ii) has ceased ceases to be eligible to be a clearing agency registered Depository under Section 2.4(b), provided that at the Exchange Act, and, in either case, time of such transfer the Corporation has not appointed a successor Depository is not appointed within 90 days thereoffor such Global Notes; (iii) Global Notes may be transferred at any time after the Corporation has determined, (B) in its sole discretion, to terminate the Issuer executes book-entry only registration system in respect of such Global Notes and delivers has communicated such determination to the Trustee a Authentication Order providing in writing; (iv) Global Notes may be transferred at any time after the Trustee has determined that such Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the Notes issued as a Global Note, provided that Beneficial Holders representing, in the aggregate, not less than 25% of the aggregate principal amount of the Notes advise the Depository in writing, through the Depository Participants, that the continuation of the book-entry only registration system for such Notes is no longer in their best interest and also provided that at the time of such transfer the Trustee has not waived the Event of Default pursuant to Section 7.3; (v) Global Notes may be transferred or exchanged for definitive certificates at any time after a Depository has determined, in its sole discretion, that such transfer or exchange is required to effect conversion and/or redemption rights in accordance with the terms hereof and has communicated such determination to the Trustee in writing; (vi) Global Notes may be transferred if required by applicable law; or (vii) Global Notes may be transferred if the book-entry only registration system ceases to exist. (c) With respect to the Global Notes. Any Global Note exchanged , unless and until definitive certificates have been issued to Beneficial Holders pursuant to subclause subsection 3.2(b): (Ai) above shall be so exchanged in whole the Corporation and not in part and any Global Note exchanged pursuant to subclause (B) or (C) above the Trustee may be exchanged in whole or from time to time in part as directed by deal with the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which all purposes (including paying interest on 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 Notes) as the sole holder of the Notes and the authorized representative of the Beneficial Holders; (ii) the rights of the Beneficial Holders shall be exercised only through the Depository for and shall be limited to those established by law and agreements between such Global Note shall have directed Beneficial Holders and no transfer thereof other than such a transfer may be registered.the Depository or the Depository Participants; (iii) Subject the Depository will make book-entry transfers among the Depository Participants; and (iv) whenever this Indenture requires or permits actions to clause (ii) abovebe taken based upon instruction or directions of Noteholders evidencing a specified percentage of the outstanding Notes, any exchange of a Global Note for other Senior Secured Notes may the Depository shall be made deemed to be counted in whole that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders or in partthe Depository Participants, and has delivered such instructions to the Trustee. (d) Whenever a notice or other communication is required to be provided to Noteholders, unless and until definitive certificate(s) have been issued to Beneficial Holders pursuant to this Section 3.2, the Trustee shall provide all Senior Secured such notices and communications to the Depository and the Depository shall deliver such notices and communications to such Beneficial Holders in accordance with Applicable Securities Legislation. Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 3.2(b) with respect to the Notes issued hereunder, the Depository shall notify all applicable Depository Participants, through the Depository, of the availability of definitive certificates. Upon surrender by the Depository of the certificate(s) representing the Global Notes and receipt of new registration instructions from the Depository, the Trustee shall deliver the definitive certificates for such Notes to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 3.1 and the remaining Sections of this Article 3, provided that any Definitive Notes that are issued in exchange for a Global Note or any portion thereof shall be registered in such name or names as the Depository for such Restricted Global Note shall directbear the U.S. Legend. (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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(cRule 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 (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall apply to be issued initially in the form of one or more Global Notes. , numbered RS-1 upward (i) Each collectively, the “Regulation S Global Note authenticated under this Indenture 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 Notes represented thereby with the Notes Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company 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 authenticated by the Trustee as provided in the Indenture. The Senior Secured Notes may be represented by one One or more Global NotesNotes 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 issued at the request of the Trustee, deposited with the Notes Custodian, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note Depositary or a nominee thereof. (v) Notwithstanding any other provision of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture or of the Senior Secured Notes, to accommodate transfers of beneficial interests in a the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note of Note, the kind described in Section 2.01 and in subclauses (B)IAI Global Note, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary 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 comply 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 increased, as applicable, 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 or the Notes Custodian, at the direction of the Trustee, in accordance with subclause (Finstructions given by the Holder thereof as required by Section 2.2(b) 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.Appendix A.

Global Notes. This Section 2.07(c(a) The Notes shall apply to 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. (ib) 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 Depository designated for such Global Note Depositary or a nominee thereof and delivered to such Depository Depositary 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. (iie) 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 maderegistered, in the name of any Person other than the Depository Depositary for such Global Note or a nominee thereof unless unless: (i) such Depositary has notified the Company that (A) such Depository (1) has notified the Issuer that it Depositary is unwilling unwilling, unable or unable no longer qualified to continue as Depository Depositary for such Global Note or or (2B) such Depositary has ceased to be a clearing agency registered under the Exchange ActAct at a time when it is required to be so registered, and, in either case, and the Company does not appoint a successor Depository is not appointed Depositary within 90 days thereof, of that notice; or (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 (Cii) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depositary requests the Depository for such Global Note shall have directed and no transfer thereof other than such a transfer may be registeredissuance of certificated Notes. (iiif) Subject to clause (iiSection 2.10(e) 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 Depositary for such Global Note shall direct. (ivg) 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 2.07Section, Section 2.062.13, 2.09 2.14, 3.02 or 3.06 13.06 or otherwise 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 Depository Depositary for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture 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 (collectively, the “Rule 144A Global Note”) 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”), 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 Notes represented thereby with the Common Depositary, and registered in the name of the Depository designated for such Global Note Common Depositary or a nominee thereof of the Common Depositary, duly executed by the Issuer and delivered to such Depository authenticated by the Trustee as provided in the Indenture. One or a nominee thereof or custodian thereformore 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”) shall also be issued on the Issue Date, deposited with the Custodian, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note Common Depositary or a nominee thereof. (v) Notwithstanding any other provision of the Common Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture or of the Senior Secured Notes, to accommodate transfers of beneficial interests in a the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note of Note, the kind described in Section 2.01 and in subclauses (B)IAI Global Note, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary 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 comply 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 increased, as applicable, 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 or the Common Depositary, at the direction of the Trustee, in accordance with subclause (Finstructions given by the Holder thereof as required by Section 2.06 of this Indenture and Section 2.2(c) 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.Appendix A.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (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 Notes Legend and Private Placement Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company 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 authenticated by the Trustee as provided in 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, Beneficial ownership interests 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing not be exchangeable for transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted 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 Regulation S Unrestricted Global Note initially resold by an Initial Purchaser thereof, such IAI Notes shall only apply if there is not be represented by a Restricted Global Note, Temporary . The Rule 144A Global Notes and the Regulation S Global Note or Regulation S Unrestricted Notes are each referred to 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 may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided; PROVIDED, HOWEVER, the case may beaggregate principal amount of Notes outstanding at any time shall be as provided in SECTION 303 of this Indenture except in accordance 123 with SECTION 306 of this Indenture.

Global Notes. This Section 2.07(c) shall apply to Global Notes. Floating Rate Notes issued in global form will be substantially in the form of Exhibits A1 or A2 hereto (i) Each including the Global Note authenticated under this Indenture shall be registered Legend thereon and the “Schedule of Exchanges of Interests in the name Global Note” attached thereto). Fixed Rate Notes issued in global form will be substantially in the form of Exhibits B1 or B2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Floating Rate Notes and Fixed Rate Notes issued in definitive form will be substantially in the form of Exhibit A1 and Exhibit B1, respectively, hereto (but each without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Floating Rate Global Note and each Fixed Rate Global Note will represent such of the Depository designated for such outstanding Floating Rate Notes and Fixed Rate Notes, respectively, as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Floating Rate Notes or Fixed Rate Notes, respectively, from time to time endorsed thereon and that the aggregate principal amount of outstanding Floating Rate Notes and Fixed Rate Notes, respectively, represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Fixed Rate Global Note or 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. Notwithstanding any other provision in this Indenture, a Floating Rate Global Note to which reflect the restriction set forth amount of any increase or decrease in the second preceding sentence shall have ceased to apply may be transferred only toaggregate principal amount of outstanding Fixed Rate Notes or Floating Rate Notes, and may be registered and exchanged for Senior Secured Notes registered only in the name or names ofrespectively, 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 represented thereby will be made in whole by the Trustee or in partthe Custodian, 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 at 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or direction of the Senior Secured NotesTrustee, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 instructions given by the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, Holder thereof as the case may berequired by Section 2.06 hereof.

Global Notes. This Section 2.07(c) 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 apply to be issued initially in the form of Rule 144A Global Notes. (i) Each Global Note authenticated under this Indenture , which shall 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 Depository designated for such Global Note or a nominee thereof and delivered to such Securities Depository or a nominee thereof 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 controlling with regard to outstanding principal amount of Notes hereunder. Notes offered and sold outside of the 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 custodian thereforfor the Securities Depository, and each such Global Note shall constitute a single Global Note registered in the name of the Securities Depository or the nominee of the Securities Depository for all purposes the investors' respective accounts at Euroclear Bank S.A./N.V. as operator of this Indenturethe Euroclear System ("Euroclear") or Clearstream Banking société anonyme ("Clearstream"), duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. The Senior Secured Notes may be represented by one or more Global Notes, and such Beneficial interests in the Regulation S Temporary Global Notes may be Restricted Global Notesheld 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), Temporary beneficial interests in the 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 Temporary Global Note shall be so transferableexchanged 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, registrable together with copies of certificates from Euroclear and exchangeableClearstream, or 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 (C) there shall have occurred and be continuing an Event of Default with respect except to the Global Notes. Any Global Note exchanged extent of any beneficial owners thereof who acquired an interest therein pursuant to subclause (A) above shall be so exchanged another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest 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 a Rule 144A Global Note. 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 toall as contemplated by Section 2.08(a)(ii)), 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) abovean Officer's Certificate from the Issuer. The Regulation S Permanent Global Notes will be deposited with the Indenture Trustee, any exchange of a Global Note for other Senior Secured Notes may be made in whole or in partas custodian, 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 nominee of the Depository for such 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 a nominee thereof. (v) Notwithstanding any other provision of this Indenture or decreased by adjustments made on the records of the Senior Secured Notes, transfers of interests in a Global Note of Indenture Trustee and the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for transfers of Senior Secured Notes Securities Depository or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Noteits 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 Securities Depository ("Agent Members") through Euroclear or Clearstream. Except as set forth in Section 2.08, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Securities Depository or to a successor of the Securities Depository or its nominee.

Global Notes. This Section 2.07(c(a) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Note or 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 Portions of a Global Note in whole or in part may be made, in the name of any Person other than series deposited with the Depository for Depositary pursuant to Section 2.04 shall be transferred in certificated form to the beneficial owners thereof only if such Global Note or a nominee thereof unless transfer complies with Section 2.06 and (Ai) such Depository (1) has notified the Depositary notifies the Issuer that it is unwilling or unable to continue as Depository Depositary for such Global Note or (2) has ceased if at any time such Depositary ceases to be a “clearing agency agency” registered under the Exchange Act, and, in either case, Act and a successor Depository depositary is not appointed by the Issuer within 90 days thereofof such notice or within 90 days after the Issuer becomes aware of such cessation, (Bii) 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 continuing 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 Global Notes. Any 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 successors is no longer in their best interest or (iii) the Issuer determines (subject to the Applicable Procedures) that the Notes of such series shall no longer be represented by such Global Note. (b) A Global Note exchanged of a series, portions of which are transferable to the beneficial owners thereof pursuant to subclause (A) above this Section 2.05, shall be so exchanged in whole and not in part and any Global Note exchanged pursuant surrendered by the Depositary to subclause (B) or (C) above may be exchanged the Trustee at its Corporate Trust Office for registration of transfer, in whole or from time to time in part as directed by part, without charge, and the Depository for 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. 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 Any portion of a Global Note for whose registration is transferred pursuant to this Section 2.05 shall be executed, authenticated and delivered only in the denominations, if other Senior Secured 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 may be made and registered in whole or in part, and all Senior Secured Notes issued 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 any portion thereof shall be registered in such name or names as the Depository for such an Accredited Investor Global Note of such series shall directbear the Private Placement Legend. (ivc) Every Senior Secured 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 through Agent Members, to take any action which a Noteholder is entitled to take under this Indenture or the Notes of the applicable series. (d) In the 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 first paragraph of Section 2.04(d) (both before and delivered upon registration after the expiration of transfer ofthe 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 in exchange the Trustee will have any responsibility or liability for any aspect of the records relating to or in lieu of, payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any portion thereof, whether pursuant records relating 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 Depository for such Global Note or a nominee thereofbeneficial ownership interests. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(cThe Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Initial Notes offered and sold in reliance on Regulation S under the Securities Act ("Regulation S"), 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 Note Legend and Regulation S Restricted Notes Legend set forth in Exhibit A hereto (the "REGULATION S GLOBAL Notes"). Initial Notes offered and sold to Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in the Purchase Agreement, shall apply to be issued initially in the form of one or more permanent Global Notes. Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Rule 144A Restricted Notes Legend set forth in Exhibit A hereto (i) the "RULE 144A GLOBAL NOTES"). The Regulation S Restricted Notes Legend and the Rule 144A Restricted Notes Legend as set forth in Exhibit A hereto are herein collectively called the "RESTRICTED NOTES LEGEND". Each Global Note authenticated under this Indenture shall be deposited on behalf of the Initial Purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depository designated for such Global Note Depositary or a the nominee thereof of the Depositary, in either case duly executed by the Company 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 Indentureauthenticated by the Trustee as hereinafter provided. 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 aggregate principal amount of each 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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 be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Upon consummation of the Registered Exchange Offer, the Exchange Notes may be issued in part as directed by the Depository for such form of one or more permanent Global Note. Notwithstanding any other provision Notes in this Indenturedefinitive, a fully registered form without interest coupons with the Global Note to which Notes Legend but not the restriction Restricted Notes Legend set forth in the second preceding sentence shall have ceased to apply may be transferred only toExhibit A hereto, 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 Depository for Depositary or the nominee of the Depositary, and in either case, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of such Global Note Notes may from time to time be increased or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or decreased by adjustments made on the records of the Senior Secured Notes, transfers Trustee and the Depositary or its nominee as hereinafter provided. After a transfer of interests in a Global Note any Initial Notes during the period of the kind described in Section 2.01 effectiveness of a Shelf Registration Statement with respect to the Initial Notes and in subclauses (B)pursuant thereto, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global requirements for Restricted Notes Legends on such Initial Note shall 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 will cease to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beapply.

Global Notes. This Section 2.07(c(a) shall apply to Global Notes. (i) Each The Global Note authenticated under this Indenture shall initially be registered in the name of the Depository designated for such Global Note Depositary or a its nominee thereof and be delivered to such Depository or a nominee thereof or custodian therefor, and each such Global the Note shall constitute a single Global Note for all purposes of this IndentureCustodian. 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 So long as 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for 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 Note Guarantors, the Trustee and any agent of the Company, the Note Guarantors 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 Note Guarantors, the Trustee or any agent of the Company, the Note Guarantors 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 nominee thereofHolder. (vb) Notwithstanding The Holder of a Global Note may grant proxies and otherwise authorize any other provision of 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 Senior Secured NotesCompany, transfers a Change of interests in Control Offer, an Asset Sale Offer or an exchange for Certificated Notes pursuant to the provisions of Section 2.06(a) hereof, a Global Note of the kind described is redeemed, repurchased or exchanged in Section 2.01 and in subclauses (B)part, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S such Global Note shall comply with subclause (F) 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 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S such Global Note will be equal to the portion of such Global Note not redeemed, repurchased or Regulation S Unrestricted exchanged and shall thereafter return such Global Note to such Holder, PROVIDED that each such Global Note shall only apply if there is be in a Restricted Global Note, Temporary Regulation S Global Note principal amount of $1.00 or Regulation S Unrestricted Global Note, as the case may bean integral multiple thereof.

Global Notes. This Section 2.07(cNotes 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 (the "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 apply 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 Global Notes. (i) time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided. Each Global Note authenticated under this Indenture shall represent such of the outstanding Notes as shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, specified therein and each such Global Note shall constitute a single Global Note for all purposes 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, redemptions and transfers of interests therein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with written instructions given by the Holder thereof as required by Section 2.07 hereof. The Senior Secured Notes may 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 represented applicable to interests in the Regulation S Global Note that are held by one the Participants through Euroclear or more Global Notes, and such Cedel. Except as set forth in Section 2.07(a) hereof the Global Notes may be Restricted Global Notestransferred, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 only to 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or successor of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beBook-Entry Depositary.

Global Notes. This Except as provided in Section 2.07(c) 2.01(c), Series A Notes offered and sold to QIBs in reliance on Rule 144A shall apply to be issued initially in the form of one or more 144A Global Notes. (i) Each Global Note authenticated under this Indenture , which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository designated for such Global Note or a nominee thereof of the Depository, duly executed by the Company 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 Indentureauthenticated by the Trustee as hereinafter provided. The Senior Secured Notes may be represented by one or more Global Notes, and such aggregate principal amount of the 144A 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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 be increased or decreased by adjustments made on the records of the Trustee and the Depository for such Global Note. 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Noteits 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 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 and registered in the name of the 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, as the case may be, in connection with transfers of interests as hereinafter provided. 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, redemptions and transfers of interests. 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 Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture 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 (collectively, the “Rule 144A Global Note”) 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”), 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 Notes represented thereby with the Custodian, and registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by the Company 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 authenticated by the Trustee as provided in the Indenture. The Senior Secured Notes may be represented by one One or more Global Notesglobal Notes in definitive, fully registered form without interest coupons and such bearing the Global Notes may Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also 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 issued upon delivery to the Trustee a of an Authentication Order providing that such Global Note shall be so transferableOrder, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default deposited with respect to the Global Notes. Any Global Note exchanged 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. 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 toCustodian, 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 Depository for such Global Note Depositary or a nominee thereof. (v) Notwithstanding any other provision of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture or of the Senior Secured Notes, to accommodate transfers of beneficial interests in a the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note of Note, the kind described in Section 2.01 and in subclauses (B)IAI Global Note, (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary 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 comply 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 increased, as applicable, 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 or the Custodian, at the direction of the Trustee, in accordance with subclause (Finstructions given by the holder thereof as required by Section 2.06 of this Indenture and Section 2.2(c) 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.Appendix A.

Global Notes. This Section 2.07(c(a) shall apply 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 Global Notesa 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. (ib) Each Except as otherwise provided in this Second 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 authenticated under this Indenture representing a Senior Note shall be exchangeable, except for another Global Note of like denomination and to be registered in the name of the Depository designated for or its nominee or to a successor Depository or its nominee. The rights of holders of such Global Note or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Notes shall be exercised only through the Depository. (c) A 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 exchangeable in whole or or, from time to time, in part for Senior Secured Notes registered, and no transfer of a Global Note in whole or in part may be made, definitive registered form only as provided in the name of Indenture. If (i) at any Person other than time the Depository for such Global Note or a nominee thereof unless (A) such Depository (1) has notified notifies the Issuer 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 “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at such Global Note or (2) has ceased time as the Depository is required to be a clearing agency so registered under and the Exchange Act, Depository so notifies the Company and, in either each case, the Company does not appoint a successor Depository is not appointed within 90 days thereof, (B) after the Issuer executes and delivers to the Trustee a Authentication Order providing that Company receives such Global Note shall be so transferable, registrable and exchangeable, notice or (C) there shall have occurred and be continuing an Event becomes aware of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Notecondition, as the case may be, (ii) any 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, the Company in its sole discretion determines that the Senior Notes shall be exchangeable for Senior Notes in definitive registered form and executes and, in each case, delivers to the 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 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 that is exchangeable pursuant to this Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the Depository shall direct.

Global Notes. This Section 2.07(cv) shall apply to Global Notes. If (i) Each Global Note authenticated under this Indenture shall be registered in the name of Depositary notifies the Depository designated for such Global Note or 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 Company that it is unwilling no longer willing or unable able to continue as Depository for such Global Note properly discharge its responsibilities with respect to the Notes or (2) has ceased the Depositary ceases to be a “clearing agency agency” registered under the Exchange Act, and(ii) the Note Depositary Agreement is terminated for any reason or (iii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depositary, in either case, the Company shall (x) appoint a successor Depository is not appointed within 90 days thereofsecurities depository qualified to act as such under Section 17(a) of the Exchange Act, (B) notify the Issuer executes Depositary, such successor securities depository and delivers to the Trustee a Authentication Order providing that of the appointment of such successor securities depository and transfer one or more separate Global Note shall be so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 of such successor securities depository or names ofits nominee to such successor securities depository or (y) notify the Depositary of the availability through the Depositary of certificated Notes to Note Owners; provided that if, such Person upon the occurrence of any event described in clause (i) 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, the Company has not appointed a successor securities depository within 90 days of the occurrence of such event, the Company shall notify the Depositary of the availability through the Depositary of certificated Notes to Note Owners. If after the occurrence of an Event of Default Note Owners representing beneficial interests aggregating at least a majority of the Outstanding principal amount of the Notes advise the Trustee, the Company and the Depositary through DTC Participants in writing that the continuation 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 of the availability of certificated Notes to Note Owners requesting the same. Upon surrender to the Trustee of the typewritten Notes representing the Global Notes by the Depositary, accompanied by registration instructions, the Company shall execute, and the Trustee shall authenticate, without charge, the certificated Notes in authorized denominations in accordance with the instructions of the Depositary. Any Note delivered in exchange for a portion of a Global Note for other Senior Secured Notes may be made shall, except as otherwise provided in whole Section 2.4(c), bear the Legend regarding transfer restrictions set forth on the form of Note attached as Exhibit A hereto. None of the Company, the Note Registrar or in part, and all Senior Secured Notes issued in exchange for a Global Note or any portion thereof the Trustee shall be registered liable for any delay in delivery of such name or names as the Depository for such Global Note shall direct. (iv) Every Senior Secured Note authenticated instructions 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 ofmay conclusively rely on, and shall bebe protected in relying on, a Global Notesuch instructions. Upon the issuance of certificated Notes, unless such Senior Secured Note is registered in the name of a Person other than Trustee shall recognize the Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or holders of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may beNoteholders.

Global Notes. This Section 2.07(c2.4(b) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Note or 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 maderegistered, 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 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 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. 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 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 2.07Section, Section 2.062.3 or 3.5 hereof or otherwise, 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c) shall apply to Global Notes. (i) Each Global Note authenticated under this Indenture shall will be registered in the name of the Depository designated for such Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend. (ii) Each Global Note or a nominee thereof and will be delivered to such Depository 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 a nominee thereof or custodian therefortheir respective nominees, except as set forth in paragraph (b)(iv) of this Section. (iii) Agent Members will have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary, and each 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 shall constitute a single Global Note for all purposes of this Indenturewhatsoever. The Senior Secured Notes Notwithstanding the foregoing, the Depositary or its nominee may be represented by one grant proxies and otherwise authorize any person (including 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 more Global the Notes, and such Global Notes may be Restricted Global Notesnothing herein will impair, Temporary Regulation S Global Notes or Regulation S Unrestricted Global Notesas between the Depositary and its Agent Members, or the operation of customary practices governing the exercise of the rights of a holder of any combination thereofsecurity. (iiiv) 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 If (x) the name of any Person other than the Depository for such Global Note or a nominee thereof unless (A) such Depository Depositary (1) has notified notifies the Issuer Company that it is unwilling or unable to continue as Depository Depositary for such a Global Note and a 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, and, in either case, a successor Depository is not appointed within 90 days thereof, (By) 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 continuing an Event of Default with respect to has occurred and is continuing and the Global Notes. Any Global Note exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to subclause (B) Trustee has received a request from the Depositary, or (Cz) above may be exchanged the Company, at its option, notifies the Trustee in whole or from time writing that it elects to time cause the issuance of certificated notes, the Trustee will promptly exchange each beneficial interest in part as directed by the Depository for such Global Note. 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 one or more certificated notes of the applicable Series 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 authorized denominations having an equal aggregate principal amount registered in the name of a Person other than the Depository for owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note or a nominee thereofwill be deemed canceled. Each certificated note issued in exchange therefor will bear the Restricted Legend. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may be.

Global Notes. This Section 2.07(c(a) shall apply 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 Notes") may be transferred, in 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 Company or to a nominee of such successor Depositary. (b) If at any (i) Each Global Note authenticated under this Indenture shall be registered in time the name of Depositary notifies the Depository designated for such Global Note or 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 Company that it is unwilling or unable to continue as Depository a Depositary for the Global Notes and no successor Depositary shall have been appointed within 90 days after such Global Note or notification, (2ii) has ceased the Depositary at any time ceases to be a clearing agency registered under the Securities Exchange Act, and, in either case, a Act of 1934 at any time the Depositary is required to be so registered to act as such Depositary and no successor Depository is not Depositary shall have been appointed within 90 days thereofafter the Company's becoming aware of the Depositary's ceasing to be so registered, (Biii) the Issuer executes and delivers to Company, in its sole discretion, determines that the Trustee a Authentication Order providing that such Global Note Notes shall be so transferable, registrable and exchangeable, exchangeable or (Civ) there shall have occurred and be continuing an Event of Default with respect 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 in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Global Notes. Any principal amount of the Global Note exchanged 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 exchange for such Global Note. Notwithstanding any other provision in this Indenture, a Upon exchange of the 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 Notes in definitive registered form without coupons, in authorized denominations, the 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 cancelled by the Trustee. Such Notes may be made in whole or in part, and all Senior Secured Notes definitive registered form issued in exchange for a the Global Note or any portion thereof shall be registered in such name or names and in such authorized denominations as the Depository for such Global Note shall direct. (iv) Every Senior Secured Note authenticated and delivered upon registration of transfer ofDepositary, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section 2.07instructions from its direct or indirect participants or otherwise, Section 2.06, 2.09 or 3.06 or otherwise shall be authenticated and delivered in instruct 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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v)Trustee. The provisions of this clause (v) providing Trustee shall deliver such Securities to the Depositary for transfers of Senior Secured Notes or beneficial interests delivery to the Persons in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note, as the case may bewhose names such Securities are so registered.

Global Notes. This Section 2.07(c) Notes offered and sold to QIBs in reliance on Rule 144A shall apply to be issued initially in the form of Rule 144A Global Notes. (i) Each Global Note authenticated under this Indenture , which shall 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 Depository designated for such Global Note Depositary or a nominee thereof of the Depositary, duly executed by Holdings 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 Indentureauthenticated by the Trustee as hereinafter provided. The Senior Secured Notes may be represented by one or more Global Notes, and such aggregate principal amount of the Rule 144A 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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 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 part as directed by the Depository for such Global Note. 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 reliance on Regulation S 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 issued initially in the form of, and shall be, a of the Regulation S Temporary Global Note, unless such Senior Secured Note is which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as 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 Holdings 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 Person other than written certificate from the Depository for such 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 Note or (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 nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests beneficial ownership interest in a Rule 144A Global Note of the kind described in Note, all as contemplated by Section 2.01 and in subclauses (B), (C), (D2.6(a)(ii) and (E) of this clause (v) below shall be made only in accordance with this clause (vhereof), and all transfers (ii) an Officers' Certificate from Holdings certifying as to the same matters covered in clause (i) above. Following the termination of an interest the 40-day restricted period, beneficial interests in a Temporary the Regulation S Temporary Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing be exchanged for transfers of Senior Secured Notes or beneficial interests in Regulation S Permanent Global Notes Note pursuant to Persons who wish to take delivery in the form Applicable Procedures. Simultaneously with the authentication of beneficial interests in a Restricted Regulation S Permanent Global Note, Temporary the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Note may from time to time be increased or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note decreased by adjustments made on the records of the Trustee and the Depositary or Regulation S Unrestricted Global Noteits nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 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, redemptions and transfers of interests. 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 Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof.

Global Notes. This Section 2.07(c) Rule 144A Notes shall apply to be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Notes. (i) Each Note”), without interest coupons and bearing the Global Note authenticated under this Indenture Notes Legend and the Restricted Notes Legend, which shall be registered in the name of the Depository designated for such Global Note Depositary or a nominee thereof of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer 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 authenticated by the Trustee as provided in this Indenture. The Senior Secured Regulation S Notes may shall be represented by issued initially in the form of one or more global Notes (collectively, the “Regulation S Temporary Global Notes, Note” and such together with the Regulation S Permanent Global Notes may be Restricted Global Notes, Temporary Note (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes or Regulation S Unrestricted Global NotesLegend, or any combination thereof. (ii) Notwithstanding any other provision in this Indenturethe Restricted Notes Legend, no Global Note may which shall be exchanged in whole or in part for Senior Secured deposited on behalf of the purchasers of the Notes registeredrepresented thereby with the Custodian, 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 the Depositary or a Person other than nominee of the Depository Depositary, duly 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, 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 issued on the Issue Date, deposited with the 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 provided 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 such interests in the Rule 144A Global Note, the IAI Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or Note without a Restricted Notes Legend until the expiration of the Senior Secured 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 or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, transfers 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 Securities 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 termination of the Restricted Period, upon receipt of an Issuer Order, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Global Note (the “Regulation S Permanent Global Note”) pursuant to the Applicable Procedures of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) Depositary. Simultaneously with the authentication of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary the Regulation S Permanent Global Note Note, the Trustee shall comply with subclause (F) of this clause (v)cancel the Regulation S Temporary Global Note. The provisions of this clause (v) providing for the “Operating Procedures of the Euroclear System” and “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 Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary the Regulation S Temporary Global Note or Security and the Regulation S Unrestricted Permanent Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note Security that are held by participants through Euroclear or Regulation S Unrestricted Global Note, as the case may beClearstream.

Global Notes. This Section 2.07(c(a) shall apply 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. (i) Each , certificated Notes will be issued to each person that the Depositary identifies as the beneficial owner of the Notes represented by the Global Note authenticated under this Indenture shall be registered Notes. Upon any such issuance, the Trustee is required to register such certificated Notes in the name of such person or person (or the Depository designated nominee of any thereof) and cause the same to be delivered thereto. Neither the Company nor the Trustee shall be liable for such Global Note any delay by the Depositary or a nominee thereof and delivered to such Depository any Participant or a nominee thereof or custodian therefor, Indirect Participant in identifying the beneficial owners of the related Series A Notes and each such Global Note person may conclusively rely on, and shall constitute a single Global Note be protected in relying on, instructions from the Depositary for all purposes (including with respect to the registration and delivery and the respective principal amount, of this Indenturethe Notes to be issued). The Senior Secured 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 may be represented by one or more Global Notesadvise the Trustee, the Company and the Depositary through DTC Participants in writing that the continuation 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 Global event and of the availability of certificated 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 authorized denominations in accordance with the instructions of the Depositary. Any certificated Note may be exchanged delivered in whole or in part exchange for Senior Secured Notes registered, and no transfer a portion of a Global Note shall, except as otherwise provided in whole 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 shall be liable for any delay in part delivery of such instructions and may conclusively rely on, and shall be madefully protected in relying on, in such instructions. Upon the name issuance of certificated Notes, the Trustee shall recognize the holders of the Notes as Noteholders. (b) Notwithstanding 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 provision to the Trustee a Authentication Order providing that such Global Note shall be contrary herein, so transferable, registrable and exchangeable, or (C) there shall have occurred and be continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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 long as directed by the Depository for such Global Note. Notwithstanding any other provision in this Indenture, a Global Note to which remains outstanding and is held by or on behalf of the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only toDepositary, 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 transfers of a Global Note for other Senior Secured Notes may be made Note, in whole or in part, and all Senior Secured Notes issued shall only be made (x) in exchange for the case of transfers of portions of a Global Note or any portion to beneficial owners thereof shall be registered in such name or names as the Depository for such Global Note shall direct. certificated form, in accordance with subsection (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 Depository for such Global Note or a nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (Ea) of this clause Section 2.13, and (vy) below shall be made only in all other cases, in accordance with this clause subsection (b) (and subject, in each case, 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 2.13(b), and all transfers of an interest in a Temporary Regulation S Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing for be limited to transfers of Senior Secured Notes or beneficial interests in Global Notes to Persons who wish to take delivery in the form of beneficial interests in a Restricted Global Note, Temporary Regulation S such Global Note in whole, and not in part, to nominees of the Depositary or Regulation S Unrestricted Global Note shall only apply if there is to a Restricted Global Note, Temporary Regulation S Global Note successor of the Depositary or Regulation S Unrestricted Global Note, as the case may besuch successor's nominee.

Global Notes. This Section 2.07(c(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 apply to 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"). (iii) 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 authenticated under this Indenture (a) shall be registered registered, in the name of the Depository Depositary designated for such Global Note or a nominee thereof and delivered pursuant 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 NotesSection 2.04, 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 a nominee of such Depositary, (b) shall be deposited with the Depository Trustee, as Custodian for such the Depositary, and (c) shall bear a legend substantially as follows ("Global Note or 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") 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. (iv) Each Depositary designated pursuant to Section 2.04 for 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 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange ActAct and any other applicable statute or regulation, and, in either case, a successor Depository provided that the Depositary is not appointed within 90 days thereof, (B) the Issuer executes and delivers required 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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. 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 order to act 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 Depository for such Global Note or a nominee thereofdepositary. (v) Notwithstanding any other provision Any Global Note may be represented by more than one certificate. The aggregate principal amount of this Indenture each Global Note may from time to time be increased or decreased by adjustments made on the records of the Senior Secured Notes, transfers of interests in a Global Note of the kind described in Section 2.01 and in subclauses (B), (C), (D) and (E) of this clause (v) below shall be made only in accordance with this clause (v), and all transfers of an interest in a Temporary Regulation S Global Note shall 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 form of beneficial interests in a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note or Regulation S Unrestricted Global NoteRegistrar, as the case may beprovided in this Indenture.

Global Notes. This Section 2.07(c) shall apply Senior Notes offered and sold to QIBs in reliance on Rule 144A shall, and to Institutional Accredited Investors who are not QIBs at the request of each such Institutional Accredited Investor may, be issued initially in the form of 144A Global Notes. (i) Each Global Note authenticated under this Indenture , which shall be deposited on behalf of the purchasers of the Senior Notes represented thereby with a custodian of the Depository, and registered in the name of the Depository designated for such Global Note or a nominee thereof of the Depository, duly executed by the Company 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 Indentureauthenticated by the Trustee as hereinafter provided. The Senior Secured Notes may be represented by one or more Global Notes, and such aggregate principal amount of the 144A 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 continuing an Event of Default with respect to the Global Notes. Any Global Note exchanged 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 be increased or decreased by adjustments made on the records of the Trustee and the Depository for such Global Noteor its nominee as hereinafter provided. Notwithstanding any other provision Senior Notes offered and sold 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 reliance on Regulation S 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 issued initially in the form of, and shall be, a of the Regulation S Temporary Global Note, unless such which shall be deposited on behalf of the purchasers of the Senior Secured Note is Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of a Person other than the Depository or the nominee of the Depository for such 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 or (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 nominee thereof. (v) Notwithstanding any other provision of this Indenture or of the Senior Secured Notes, transfers of interests beneficial ownership interest in a 144A Global Note of the kind described in Note, all as contemplated by Section 2.01 and in subclauses (B), (C), (D2.06(a)(ii) and (E) of this clause (v) below shall be made only in accordance with this clause (vhereof), and all transfers (ii) an Officers' Certificate from the Company. Following the termination of an interest the 40-day restricted period, beneficial interests in a Temporary the Regulation S Temporary Global Note shall comply with subclause (F) of this clause (v). The provisions of this clause (v) providing be exchanged for transfers of Senior Secured Notes or beneficial interests in Regulation S Permanent Global Notes pursuant to Persons who wish to take delivery in the form Applicable Procedures. Simultaneously with the authentication of beneficial interests in a Restricted Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note, Temporary . The aggregate principal amount of the Regulation S Temporary Global Note or and the Regulation S Unrestricted Permanent Global Note shall only apply if there is a Restricted Global Note, Temporary Regulation S Global Note Notes may from time to time be increased or Regulation S Unrestricted Global Notedecreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Senior Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Senior Notes from time to time endorsed thereon and that the aggregate amount of outstanding Senior Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Senior Notes represented thereby shall be made by the Trustee or the Senior Note Custodian, at the direction of the Trustee, in 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 Regulation S Temporary Global Note 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 but not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee.