Common use of Global Notes Clause in Contracts

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto). Each Global Note shall will represent such of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptionsredemptions and purchases and cancellations. 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 will be made by the Registrar or the Custodian, at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an 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 a Common Depositary for Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent Member shall have no rights under this Indenture with respect as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to any time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note held and recorded in the Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on their Rule 144A shall be issued initially in the form of a Global Note 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 a Common Depositary, for Euroclear and Clearstream, duly executed by the DepositaryIssuer and authenticated by the Trustee or its Authentication Agent as hereinafter provided. The Depositary aggregate principal amount of the Restricted Global Notes may from time to time be treated increased or decreased by adjustments made by the Issuer, Registrar on Schedule A to each such Restricted Global Note and recorded in the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Notes issued offered and sold in global form reliance on Rule 144A shall be issued initially in the form of one or more Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding aggregate principal amount of the Outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, 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 Outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06 204 hereof. The registered Holder Each Global Note (i) shall be registered, in the name of the Depositary designated for such Global Note pursuant to Section 204, or in the name of a Note will be treated as the owner nominee of such Note Depositary, (ii) shall be deposited with the Trustee, as Custodian for all purposes the Depositary, and only registered Holders (iii) shall have rights under this Indenture and the Notesbear 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. Members ofTHIS 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, or participants inAND 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, the 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 (“Agent Members”) and Persons who hold beneficial interests in designated pursuant to Section 204 for a Global Note through an Agent Member shall have no rights must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar Exchange Act and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar other applicable statute or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Noteregulation.

Global Notes. Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall will represent such of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptionsredemptions and purchases and cancellations. 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 will be made by the Registrar or the Custodian, at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an 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 a Custodian for DTC, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent Member shall have no rights under this Indenture with respect as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to any time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note held and recorded in the Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on their Rule 144A shall be issued initially in the form of a Global Note 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 a Custodian, for DTC, duly executed by the DepositaryIssuer and authenticated by the Trustee or its Authentication Agent as hereinafter provided. The Depositary aggregate principal amount of the Restricted Global Notes may from time to time be treated increased or decreased by adjustments made by the Issuer, Registrar on Schedule A to each such Restricted Global Note and recorded in the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a “Global Note”), and if issued as one or more Global Notes, the Depositary shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent The Depository Trust Company or such other depositary as any officer 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 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 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 other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be reduced made on the Schedule of Increases or increasedDecreases in Note on the Global Notes held by the Depositary and on the Pledged Note held by the Collateral Agent. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation; or at the request of any Holder of Notes if an Event of Default has occurred and is continuing with respect to the Notes or (y) upon recreation of Corporate Units; provided, subject to Section 2.03, that the Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as applicable, to reflect exchanges and redemptions. Any endorsement the portion of a the Global Note to reflect the amount be exchanged. Except as provided above, owners of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests interest in a Global Note through an Agent Member shall have no rights 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 this Indenture with respect to any the Indenture. Unless and until such Global Note held on their behalf by the Depositary. The Depositary is exchanged for Notes in certificated form, Global Notes may be treated by the Issuertransferred, the Trusteein whole but not in part, the Paying Agent, the Registrar and any agent of payments on the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoingshall be made, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect only to any written certification, proxy or other authorization furnished by the Depositary or impaira 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 that is exchangeable pursuant to clause (x) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Noteshall direct.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the CustodianCommon Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryCommon Depositary for Euroclear and Clearstream or under the Global Notes. The Common Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. Notes issued offered and sold in global form 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 hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (including 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 or its 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 Legend thereon 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 the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)Security Register, as hereinafter provided. Notes issued offered and sold to QIBs in definitive form 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 hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule Restricted Global Note”), which shall be deposited on behalf of Exchanges the purchasers of Interests the Notes represented thereby with the Depository, and registered in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Depository or its nominee, as shall be specified 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 the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Restricted Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as applicable, hereinafter provided. Notes transferred to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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 outstanding Notes represented thereby shall 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 the Custodian, at the direction any Subsidiary of the TrusteeIssuers 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 accordance with instructions given by the Holder thereof Exhibit A hereto, except as required by otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.06 hereof2.10(b). The registered Holder of a Note will Such Notes may be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial transferred to interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices upon transfer of such Depositary governing Note to someone other than the exercise of the rights of Issuers or a Holder of a beneficial interest in any Global NoteSubsidiary permitted hereby.

Global Notes. Dollar Notes issued offered and sold to QIBs in global form 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 A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (including the “Restricted Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, 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 Legend thereon 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 the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)Security Register, as hereinafter provided. Dollar Notes issued offered and sold in definitive form 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 A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule Regulation S Dollar Global Note”), which shall be deposited on behalf of Exchanges the purchasers of Interests the Dollar Notes represented thereby with a custodian for DTC, and registered in the Global Note” attached thereto)name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Dollar Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by the Registrar on Schedule A to the Regulation S Dollar Global Note and recorded in the Security Register, as applicable, hereinafter provided. Euro Notes offered and sold to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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-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 outstanding Notes represented thereby shall 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. Euro Notes offered and sold offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the Custodianform of Exhibit A-2 hereto, at with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the direction “Regulation S Euro Global Note” and, together Regulation S Dollar Global Note, the “Regulation S Global Notes”), which shall be deposited on behalf of the Trusteepurchasers 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 instructions given 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 Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as Registrar on Schedule A to the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Regulation S Euro Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by and recorded in the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Notes issued and sold pursuant to an effective registration statement under the Securities Act, issued pursuant to an effective exchange offer registration statement under the Securities Act for the Company's outstanding Series B Senior Notes or issued in global form accordance with Section 2.07(b)(iii) and 2.07(e), shall be substantially issued in the form of Exhibit A hereto Unrestricted Global Notes and deposited with Citibank N.A., London, as custodian (including in such capacity, the Global Note Legend thereon "Custodian") on behalf of DTC or with Citibank N.A., London, as common depositary (in such capacity, the "Common Depositary") on behalf of Euroclear and Clearstream, as the “Schedule of Exchanges of Interests in the Global Note” attached thereto)case may be. Notes issued offered and sold to Qualified Institutional Buyers in definitive form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (but without a 144A Global Note, which shall be duly executed by the Global Note Legend thereon Company and without authenticated by the “Schedule Trustee as hereinafter provided and deposited with the Custodian on behalf of Exchanges of Interests DTC. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note” attached thereto), 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 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 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 applicableappropriate, to reflect exchanges exchanges, transfers of interests therein, redemptions and redemptionsrepurchases 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 aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 Sections 2.07, 3.07, 3.08, 4.14 and 4.16 hereof. The registered Holder of a Note will be treated Except as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members ofset forth in Section 2.07(a) hereof, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoingmay be transferred, nothing herein shall prevent the Issuerin whole and not in part, the Trustee, the Paying Agent, the Registrar or any agent only to a successor of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the relevant Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of on whose behalf such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notenote is held.

Global Notes. Notes issued offered and sold in global form 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 hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (including each a “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by OPTI 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 Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to a Regulation S Global Note Legend thereon and the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)Security Register, as hereinafter provided. Notes issued offered and sold to QIBs in definitive form 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 hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (but without each a “Restricted Global Note”), which shall be deposited on behalf of the Global Note Legend thereon purchasers of the Notes represented thereby with the Depositary, and without the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Depositary or its nominee, as shall be specified the case may be, duly executed by OPTI and authenticated by the Trustee (or its agent in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global 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 increased or increaseddecreased by adjustments made by the Registrar on Schedule A to a Restricted Global Note and recorded in the Security Register, as applicablehereinafter provided. If and when issued, Exchange Notes offered to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease Holders, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (each an “Exchange Global Note”), which shall be deposited on behalf of the Holders of the Exchange Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by OPTI 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 outstanding the Exchange Global Notes represented thereby shall may from time to time be increased or decreased by adjustments made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a on Schedule A to an Exchange Global Note through and recorded in the Security Register, as hereinafter provided. Upon the transfer, exchange or replacement of any Initial Note remaining outstanding after the consummation of an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying AgentExchange Offer, the Registrar shall deliver such new Initial Note only in global form, subject to Section 2.10, and such new Initial Note shall continue to bear the applicable legends set forth in Exhibit A hereto. In the case of a Restricted Global Note, such legends shall include the Private Placement Legend unless (x) the appropriate period referred to in Rule 144(k) under the Securities Act has elapsed or (y) there is delivered to the Registrar an opinion of counsel reasonably satisfactory to OPTI and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. Upon the transfer, exchange or replacement of any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying AgentNote pursuant to a Shelf Registration Statement, the Registrar or any agent of shall deliver such new Note only in global form, subject to Section 2.10, and such new Note shall continue to bear the foregoing from giving effect applicable legends set forth in Exhibit A hereto; provided, however, that such new Note shall not be required to any written certification, proxy or other authorization furnished by bear the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest Private Placement Legend set forth in Exhibit A hereto. Beneficial interests in any such new Note shall be reflected in the Exchange Global Note.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the IssuerIssuers, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall will represent such of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, 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 will be made by the Registrar Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders Company shall have rights under this Indenture execute and the Notes. Members ofTrustee shall, or participants inin accordance with Section 2.02 hereof, authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (“Agent Members”ii) and Persons who hold beneficial interests in a Global Note through an Agent Member shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as Custodian. Participants shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary or by the Custodian or under such Global Note, and the Depositary may be treated by the IssuerCompany, the Trustee, the Paying Agent, the Registrar Trustee and any agent of the foregoing Company or Trustee as the absolute owner of the such Global Notes Note for all purposes whatsoeverpurposes. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee, the Paying Agent, the Registrar Trustee or any Agent or other agent of the foregoing Company or the Trustee from giving effect to any written certificationcertificate, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder an owner of a beneficial interest in any Global Note. The Trustee shall have no responsibility or obligation to any Holder, any member or Participant of DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any Participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including without limitation any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under which or with respect to the Notes. The Trustee may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members, Participants and Indirect Participants.

Global Notes. Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Increases or Decreases in the Global Note” attached thereto). Notes issued in definitive form shall will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests Increases or Decreases in the Global Note” attached thereto). Each Global Note shall will represent such aggregate principal amount of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges exchanges, repurchases, transfers of interests 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 will be made by the Registrar 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 3.06 hereof. The registered Holder Notes initially offered and sold to QIBs in the United States in reliance on Rule 144A shall be issued in the form of a Note one or more QIB Global Notes, duly executed by the Company and the Guarantors and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S will be treated issued initially in the form of the Regulation S Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the owner Depositary, and registered in the name of such Note the Depositary or the nominee of the Depositary for all purposes and only registered Holders shall have rights under this Indenture the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and the NotesGuarantors and authenticated by the Trustee as hereinafter provided. Members of, or participants in, the Depositary (“Agent Members”) The procedures of Euroclear and Persons who hold Clearstream will be applicable to transfers of beneficial interests in a the Regulation S Global Note that are held by Participants through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar Euroclear or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteClearstream.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar 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 hereof2.06. The registered Holder Following the termination of a the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be treated as the owner of such Note exchanged for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a the Regulation S Permanent Global Note through an Agent Member shall have no rights under this Indenture pursuant to the Applicable Procedures. Simultaneously with respect to any the authentication of the Regulation S Permanent Global Note, the Trustee will, at the written direction of the Company, cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note held and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent records of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by Trustee and the Depositary or impairits nominee, as between the Depositary and its Agent Memberscase may be, the operation in connection with transfers of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Noteas hereinafter provided.

Global Notes. Rule 144A Notes issued in global form shall be substantially issued initially in the form of Exhibit A hereto one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (including the Global Note Legend thereon and collectively, the “Schedule of Exchanges of Interests in the Rule 144A Global Note” attached thereto). ”) and Regulation S Notes issued in definitive form shall be substantially issued initially in the form of Exhibit A hereto one or more global Notes, numbered S-1 upward (but collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Note Notes Legend thereon 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 Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered I-1 upward (collectively, the “Schedule of Exchanges of Interests 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 Company and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs after the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, 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 and any Unrestricted Global Note are each referred to herein as a “Global Note” attached thereto). and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the 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 Registrar Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”Section 2.3(c) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under of this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.Appendix A.

Global Notes. Notes issued offered and sold in global form 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 hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (including 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 or its 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 Legend thereon 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 the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)Security Register, as hereinafter provided. Notes issued offered and sold to QIBs in definitive form 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 hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule Restricted Global Note”), which shall be deposited on behalf of Exchanges the purchasers of Interests the Notes represented thereby with the Depository, and registered in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Depository or its nominee, as shall be specified 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 the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Restricted Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as applicable, hereinafter provided. Notes transferred to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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 outstanding Notes represented thereby shall the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar or on Schedule A to the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a IAI Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by and recorded in the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Notes issued offered and sold to Qualified Institutional Buyers in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto a 144A Global Note, which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Trustee, as custodian (including the Global Note Legend thereon and in such capacity, the “Schedule Custodian”) on behalf of Exchanges of Interests in the Global Note” attached thereto)Depositary. Notes issued offered and sold in definitive form reliance on Regulation S shall be substantially issued initially in the form of Exhibit A hereto (but without a Regulation S Global Note, which shall be duly executed by the Global Note Legend thereon Company and without authenticated by the “Schedule Trustee as hereinafter provided and deposited with the Custodian on behalf of Exchanges of Interests the Depositary. Notes issued and sold pursuant to an effective registration statement under the Securities Act, issued pursuant to an effective exchange offer registration statement under the Securities Act for the Company’s outstanding Notes, or issued in accordance with Sections 2.07(b)(iii) and 2.07(e), shall be issued in the form of Unrestricted Global Note” attached thereto)Notes and deposited with the Custodian on behalf of the Depositary. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the 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 applicableappropriate, to reflect exchanges exchanges, transfers of interests therein, redemptions and redemptionsrepurchases in accordance with the terms of this Indenture. Any endorsement of the Schedule to 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 Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 Sections 2.07, 3.07 and 4.09 hereof. The registered Holder of a Note will be treated Except as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members ofset forth in Section 2.07(a) hereof, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoingmay be transferred, nothing herein shall prevent the Issuerin whole and not in part, the Trustee, the Paying Agent, the Registrar or any agent only to a successor of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the relevant Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of on whose behalf such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notenote is held.

Global Notes. Floating Rate Notes issued in global form shall will be substantially in the form of Exhibit A Exhibits A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the 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 shall will be substantially in the form of Exhibit A 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 shall and each Fixed Rate Global Note will represent such of the outstanding Floating Rate Notes and Fixed Rate Notes, respectively, as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges and redemptions. Any endorsement of a Fixed Rate Global Note or a Floating Rate Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Fixed Rate Notes or Floating Rate Notes, respectively, represented thereby shall will be made by the Registrar Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. Any Notes that are no longer part of New PEPS Units will be issued in global form shall be substantially initially in the form of Exhibit A hereto one or more Global Notes (including the "Global Notes") registered in the name of the Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, such Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee 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 (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Note Legend thereon Notes and no successor Depositary has been appointed within 90 days after this notice, (ii) the “Schedule of Exchanges of Interests Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) the Corporation, in its sole discretion, determines that it will no longer have the Notes represented by Global Note” attached thereto). Notes issued in definitive form shall be substantially in Notes, the form of Exhibit A hereto (but without the Global Note Legend thereon Corporation will execute, and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such subject to Article Three 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the IssuerOriginal Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and deliver the Paying AgentNotes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Registrar and any agent of the foregoing as the absolute owner principal amount of the Global Note or Notes in exchange for such Global Senior or Notes. Upon exchange of the Global Note or Notes for all purposes whatsoever. Notwithstanding the foregoingsuch Notes in definitive registered form without coupons, nothing herein shall prevent the Issuerin authorized denominations, the Global Note or Notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the Corporation, the Paying AgentGuarantor, the Registrar Trustee or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersCorporation, the operation of customary practices of such Depositary governing Guarantor or the exercise Trustee will have any responsibility or liability for any aspect of the rights records relating to or payments made on account of beneficial ownership interests of a Holder of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial interest in any Global Noteownership interest.

Global Notes. Notes distributed 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 Trustee, as custodian for the Depositary, at its New York corporate trust office, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Notes distributed 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 Trustee, as Custodian for the Depositary, at its New York corporate trust office, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Temporary Regulation S Global Note will be exchangeable for a single permanent Regulation S Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Note") on a date otherwise in compliance with Regulation S upon written certification that the beneficial interests in such Regulation S Global Note are owned by Non-U.S. persons. Notes distributed to Institutional Accredited Investors who are not QIBs (excluding Non-U.S. Persons) shall be issued initially in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit B (the "Restricted Definitive Registered Note"). Definitive Registered Notes issued to Non-U.S. Persons in global form exchange for interests in the Regulation S Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit B (the "Regulation S Definitive Registered Note"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Exhibit A hereto (including each of the Global Note Legend thereon and Notes may from time to time be increased or decreased by adjustments made on the “Schedule records of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount at ma- turity of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount at maturity of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers 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 aggregate principal amount at maturity of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, Trustee in accordance with written instructions given by the Holder thereof as required by Section 2.06 2.7 hereof. The registered Holder provisions of a Note will be treated as the owner "Operating Procedures of such Note for all purposes the Euroclear System" and only registered Holders shall have rights under this Indenture "Terms and Conditions Governing Use of Euroclear" and the Notes. Members of, or participants in, the Depositary (“Agent Members”) "General Terms and Persons who hold beneficial Conditions of Cedel Bank" and "Customer Handbook" of Cedel shall be applicable to interests in a the Regulation S Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note that are held on their behalf by the DepositaryParticipants through Euroclear or Cedel. The Depositary may be treated by the IssuerExcept as set forth in Section 2.7(a) hereof, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoingmay be transferred, nothing herein shall prevent the Issuerin whole and not in part, the Trustee, the Paying Agent, the Registrar or any agent only to a successor of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteDepositary.

Global Notes. Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the a U.S. Global Note” attached thereto), duly executed by the Issuer, endorsed by each Guarantor and authenticated by the Trustee as hereinafter provided. Notes issued offered and sold in definitive form reliance on Regulation S shall be substantially issued initially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the International Global Note” attached thereto), duly executed by the Issuer, endorsed by each Guarantor and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, 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 Registrar or the CustodianTrustee to reflect exchanges, at the direction repurchases, redemptions and transfers of the Trusteeinterests therein, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofterms of this Indenture. The registered Holder terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the TrusteeGuarantors, the Paying Trustee and the Security Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the Registrar extent any provision of any Note or any Guarantee conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and any agent be controlling. Ownership of the foregoing as the absolute owner of interests in the Global Notes for all purposes whatsoeverwill be limited to Participants and Indirect Participants. Notwithstanding Book-Entry Interests in the foregoingGlobal Notes will be shown on, nothing herein shall prevent the Issuerand transfers thereof will be effected only through, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished records maintained in book-entry form by the Depositary or impair, as between the Depositary and its Agent MembersParticipants. The Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.06(a) hereof, the operation of customary practices of such Depositary governing the exercise Global Notes may be transferred, in whole and not in part, only to a nominee or a successor of the rights of a Holder of a beneficial interest in any Global NoteDepositary or the Common Depositary.

Global Notes. Initial Notes issued offered and sold in global form reliance on Rule ------------ 144A shall be substantially issued in the form of Exhibit A hereto (including one or more U.S. Global Notes, deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Legend thereon and the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto), as hereinafter provided. Initial Notes issued offered and sold in definitive form offshore transactions in reliance on Regulation S shall be substantially issued initially in the form of Exhibit A hereto (but without one or more International Global Notes deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the International Global Note Legend thereon and without the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto, as hereinafter provided. Unrestricted Global Notes shall be issued in accordance with Section 2.07(b)(iii), 2.07(d)(iii) and 2.07(f), and shall be deposited with the Common Depositary, as custodian for the Depositaries or their respective nominees, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount outstanding 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 applicableappropriate, to reflect exchanges exchanges, transfers of interests therein, redemptions and redemptionsrepurchases in accordance with the terms of this Indenture. Any endorsement of Schedule A to 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 Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, Agent or the Registrar in accordance with Sections 2.07 (Transfer and any agent Exchange), 3.04 (Notice of the foregoing Redemption), 4.11 (Limitation on Asset Sales) and 4.12 (Repurchase of Notes upon a Change of Control) hereof. Except as the absolute owner of set forth in Section 2.07(a) hereof, the Global Notes for all purposes whatsoever. Notwithstanding the foregoingmay be transferred, nothing herein shall prevent the Issuerin whole and not in part, the Trustee, the Paying Agent, the Registrar or any agent only to a successor of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteCommon Depositary.

Global Notes. Notes issued in global form shall (“Global Notes”) will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto). Each Global Note shall will represent such of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptionsredemptions and purchases and cancellations. 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 will be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note will 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 treated deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary for Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the owner Regulation S Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in a register of such Note for all purposes the Notes and only registered Holders of their transfer and exchange (the “Security Register”), as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall have rights under this Indenture and be issued initially in the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in form of a Global Note through an 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 Common Depositary, for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authentication Agent Member shall have no rights under this Indenture with respect as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to any time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note held on their behalf by and recorded in the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including and shall include the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, 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 Registrar or the Custodian, Common Depositary at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof2.07(i). The Notes shall be initially issued as Global Notes which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, and registered Holder in the name of a Note will the Common Depositary or the nominee of the Common Depositary for the accounts of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be treated as issued initially in the owner form of such Note for all purposes and only registered Holders shall have rights under this Indenture and the NotesLegended Regulation S Global Note. Members ofFollowing the termination of the Restricted Period, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a the Legended Regulation S Global Note through an Agent Member may be exchanged for beneficial interests in Unlegended Regulation S Global Notes pursuant to Section 2.07 and the Applicable Procedures. Simultaneously with the authentication of Unlegended Regulation S Global Notes, the Common Depositary shall have no rights under this Indenture with respect to any cancel the Legended Regulation S Global Note held on their behalf by the DepositaryNote. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent aggregate principal amount of the foregoing Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Common Depositary or its nominee, as the absolute owner case may be, in connection with transfers of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, interest as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Rule 144A Notes issued in global form shall be substantially issued initially in the form of Exhibit A hereto one or more permanent global Notes in fully registered form (including the Global Note Legend thereon and collectively, the “Schedule of Exchanges of Interests in the Rule 144A Global Note” attached thereto). ”) and Regulation S Notes issued in definitive form shall be substantially issued initially in the form of one or more permanent global Notes in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and the applicable restricted securities legend set forth in Exhibit A hereto hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (but 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 interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any global notes in fully registered form without the Global Note Restricted Notes Legend thereon and without the are each referred to herein as a “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each and are collectively referred to herein as “Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global NoteNotes.” attached thereto and each shall provide that it shall represent up to the The aggregate principal amount of the Global 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 increased or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction records of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes Trustee and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, its nominee and on the schedules thereto as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Rule 144A Notes issued in global form shall be substantially issued initially in the form of Exhibit A hereto one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (including the Global Note Legend thereon and collectively, the “Schedule of Exchanges of Interests in the Rule 144A Global Note” attached thereto). ”) and Regulation S Notes issued in definitive form shall be substantially issued initially in the form of Exhibit A hereto one or more global Notes, numbered RS-1 upward (but collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Note Notes Legend thereon 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 Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “Schedule of Exchanges of Interests IAI Global Note”) may 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 to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” attached thereto). and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in such Note or such greater or lesser amount as is set forth 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”Section 2.2(c) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under of this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.Appendix A.

Global Notes. Notes issued offered and sold to QIBs in global form reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (including the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Company 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 Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)Security Register, as hereinafter provided. Notes issued offered and sold in definitive form 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 hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule Regulation S Global Note”), which shall be deposited on behalf of Exchanges the purchasers of Interests the Notes represented thereby with the Depositary or DTC Custodian, and registered in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Depositary or its nominee, as shall be specified the case may be, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as applicable, hereinafter provided. Notes offered and sold to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease Institutional 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 Depositary or DTC Custodian, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Notes represented thereby shall 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. If and when issued, Exchange Notes offered to Holders, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Exchange Global Note”), which shall be deposited on behalf of the Holders of the Exchange Notes represented thereby with the Depositary or DTC Custodian, at and registered in the direction name of the TrusteeDepositary or its nominee, as the case may be, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with instructions given Section 2.02) as hereinafter provided. The aggregate principal amount of the Exchange Global Note may from time to time be increased or decreased by adjustments made by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as Registrar on Schedule A to the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Exchange Global Note through and recorded in the Security Register, as hereinafter provided. Upon the transfer, exchange or replacement of any Original Note remaining outstanding after the consummation of an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying AgentExchange Offer, the Registrar shall deliver such new Original Note only in global form, subject to Section 2.10, and such new Original Note shall continue to bear the applicable legends set forth in Exhibit A hereto. In the case of a Restricted Global Note, such legends shall include the Private Placement Legend unless (x) the appropriate period referred to in Rule 144(k) under the Securities Act has elapsed or (y) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. In the case of a IAI Global Note, such legends shall include the IAI Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. Upon the transfer, exchange or replacement of any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying AgentNote pursuant to a Shelf Registration Statement, the Registrar shall deliver such new Note only in global form, subject to Section 2.10, and such new Note shall continue to bear the applicable legends set forth in Exhibit A hereto; provided, however, that such new Note shall not be required to bear the Private Placement Legend or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest IAI Legend set forth in Exhibit A hereto. Beneficial interests in any such new Note shall be reflected in the Exchange Global Note.

Global Notes. Rule 144A Notes issued in global form 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 Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Notes offered and sold to IAIs shall be issued initially in the form of one or more IAI Global Notes, substantially in the form of set forth in Exhibit A hereto (including A, deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Global Note Notes Legend thereon and the “Schedule of Exchanges of Interests Restricted Notes Legend. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the and are collectively referred to herein as “Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global NoteNotes.” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the 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 Registrar Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”Section 2.3(c) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under of this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.Appendix A.

Global Notes. (i) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Upon the issuance of a Regulation S Global Note or a Rule 144A Global Note, (collectively, the “Global Notes” and each, a “Global Note”), the Depositary or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary (with respect to Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and US-DOCS\75580855.16 ACCO Indenture 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 Registrar or Trustee or, if the CustodianNotes Custodian and the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof2.07 of the Indenture and Section 2.2 of this Appendix. The registered Holder Issuer has entered into a letter of a Note will be treated as representations with DTC in the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture form provided by DTC and the Notes. Members of, or participants in, the Depositary (“Trustee and each Agent Members”) are hereby authorized to act in accordance with such letter and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteApplicable Procedures.

Global Notes. The Dollar Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the a Dollar 144A Global Note” attached thereto), duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes issued offered and sold in definitive form reliance on Regulation S shall be substantially issued initially in the form of Exhibit A hereto (but without the Dollar Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Euro Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a Euro 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Euro Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Euro Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Regulation S Permanent Global Note Legend thereon that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect by the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by Trustee, the Registrar or the CustodianPrincipal Paying Agent to reflect exchanges, at the direction repurchases, redemptions and transfers of the Trusteeinterests therein, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofterms of this Indenture. The registered Holder terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) Issuer and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the Paying Agentextent any provision of any Note conflicts with the express provisions of this Indenture, the Registrar provisions of this Indenture shall govern and any agent be controlling. Ownership of the foregoing as the absolute owner of interests in the Global Notes for all purposes whatsoeverwill be limited to Participants and Indirect Participants. Notwithstanding Book-Entry Interests in the foregoingGlobal Notes will be shown on, nothing herein shall prevent the Issuerand transfers thereof will be effected only through, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished records maintained in book-entry form by the Depositary or impair, as between the Depositary and its Agent MembersParticipants. The Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the operation of customary practices of such Depositary governing the exercise Global Notes may be transferred, in whole and not in part, only to a nominee or a successor of the rights of a Holder of a beneficial interest in any Global NoteDepositary.

Global Notes. Series A Notes issued offered and sold to QIBs in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A hereto (including Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. If beneficial interests in any such 144A Global Note Legend thereon are transferred to an Institutional Accredited Investor, then, for so long as the Applicable Procedures shall so require, such beneficial interests shall be represented by an IAI Global Note having an initial principal amount equal to the aggregate amount of such beneficial interests, and such IAI Global Note shall be deposited on behalf of the “Schedule beneficial owners of Exchanges of Interests the Series A Notes represented thereby with the Note Custodian and registered in the Global Note” attached thereto)name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes issued offered and sold in definitive form reliance on Regulation S shall be substantially issued initially in the form of Exhibit the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Series A hereto 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 Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (but without 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 Clearstream 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 Legend thereon (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 without who will take delivery of a beneficial ownership interest in a 144A Global Note or IAI Global Note, all as contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the “Schedule Company. Following the termination of Exchanges of Interests 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” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein, 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.time

Global Notes. Rule 144A Notes issued in global form shall be substantially issued initially in the form of Exhibit A hereto one or more permanent Global Notes in definitive, fully registered form, numbered 144A-001 upward (including the Global Note Legend thereon and collectively, the “Schedule of Exchanges of Interests in the Rule 144A Global Note” attached thereto). ”) and Regulation S Notes issued in definitive form shall be substantially issued initially in the form of Exhibit A hereto one or more Global Notes, numbered S-001 upward (but collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Note Notes Legend thereon and the Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee (or an Authenticating Agent appointed by the Trustee in accordance with the Indenture) as provided in the Indenture. One or more Global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered IAI-001 upward (collectively, the “Schedule of Exchanges of Interests 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 (or an Authenticating Agent appointed by the Trustee in accordance with the Indenture) as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” attached thereto). and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the 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 Registrar Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder 2.6 of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”Section 2.2(c) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under of this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.Appendix A.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar Trustee or the CustodianCustodian or the Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The Notes offered and sold in reliance on Regulation S 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 Notes represented thereby with the Custodian and registered Holder in the name of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and Persons who hold authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officer’s Certificate or otherwise in accordance with the Applicable Procedures. Following the termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note through an Agent Member shall have no rights under this Indenture with respect pursuant to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteApplicable Procedures.

Global Notes. Initial Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued in the form of Exhibit A hereto one or more 144A Global Notes, deposited with the Trustee, as custodian for the Depositary (including in such capacity the “Custodian”), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Note Legend thereon and the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto), as hereinafter provided. Initial Notes issued offered and sold in definitive form offshore transactions in reliance on Regulation S shall be substantially issued initially in the form of Exhibit A hereto (but without one or more Regulation S Global Notes deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note Legend thereon and without the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto, as hereinafter provided. Initial Notes sold in transactions that are registered under the Securities Act shall be issued as Unrestricted Global Notes. In addition, Unrestricted Global Notes shall be issued in accordance with Sections 2.07(b)(iii), 2.07(d)(iii) and 2.07(f), and shall be deposited with the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount outstanding 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 applicableappropriate, to reflect exchanges exchanges, transfers of interests therein, redemptions and redemptionsrepurchases in accordance with the terms of this Indenture. Any endorsement of Schedule A to 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 Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, Agent or the Registrar in accordance with Sections 2.07 (Transfer and any agent Exchange), 3.04 (Notice of the foregoing Redemption), 4.10 (Limitation on Asset Sales) and 4.11 (Repurchase of Notes upon a Change of Control). Except as the absolute owner of set forth in Section 2.07(a), the Global Notes for all purposes whatsoever. Notwithstanding the foregoingmay be transferred, nothing herein shall prevent the Issuerin whole and not in part, the Trustee, the Paying Agent, the Registrar or any agent only to a successor of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteCustodian.

Global Notes. The Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated February 21, 2018, among the Issuer, the Guarantors and Deutsche Bank Securities Inc., as representative of the several initial purchasers named therein. The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in global the form shall be of a permanent Global Note substantially in the form of Exhibit A hereto Annex A, including appropriate legends as set forth in Section 302 (including the “Rule 144A Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Rule 144A Global Note Legend thereon and may be represented by more than one certificate, if so required by DTC’s rules regarding the “Schedule of Exchanges of Interests in the Global Note” attached thereto)maximum principal amount to be represented by a single certificate. Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Rule 144A Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee, as applicableSecurities Custodian, to reflect exchanges as hereinafter provided. Initial Notes and redemptions. Any endorsement any Additional Restricted Notes offered and sold outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a permanent Global Note to reflect the amount of any increase or decrease substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Regulation S Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be held through Euroclear and Clearstream, and may only be transferred to Non-U.S. Persons pursuant to Regulation S, unless exchanged for interests in another Global Note in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note after the Restricted Period through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of outstanding Notes represented thereby shall the Regulation S Global Note may from time to time be increased or decreased by adjustments made by on the Registrar or the Custodian, at the direction records of the Trustee, as Securities Custodian, as hereinafter provided. Initial Notes and Additional Restricted Notes resold to IAIs (the “Institutional Accredited Investor Notes”) in accordance with instructions given the United States of America shall be issued in the form of a permanent Global Note substantially in the form of Annex A including appropriate legends as set forth in Section 302 (the “Institutional Accredited Investor Global Note”), duly executed by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes Issuer and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf authenticated by the Depositary. The Depositary may be treated by the Issuer, Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the Paying Agent, the Registrar and any agent maximum principal amount to be represented by a single certificate. The aggregate principal amount of the foregoing as Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the absolute owner records of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, as Securities Custodian, as hereinafter provided. Exchange Notes exchanged for interests in the Paying AgentRule 144A Notes, the Registrar or any agent Regulation S Notes and the Institutional Accredited Investor Notes shall be issued in the form of a permanent Global Note, substantially in the foregoing from giving effect to any written certificationform of Annex A, proxy or other authorization furnished including appropriate legends as set forth in Section 302 (the “Exchange Global Note”), duly executed by the Depositary or impairIssuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as between Securities Custodian. The Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the Depositary and its Agent Membersmaximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the “Global Notes.” ARTICLE FOUR

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar 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 hereof2.06. The registered Holder Following the termination of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members ofRestricted Period, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a the Regulation S Temporary Global Note, if any, will be exchanged for beneficial interests in the Regulation S Permanent Global Note through an Agent Member shall have no rights under this Indenture pursuant to the Applicable Procedures. Simultaneously with respect to any the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note held and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent records of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by Trustee and the Depositary or impairits nominee, as between the Depositary and its Agent Memberscase may be, the operation in connection with transfers of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Noteas hereinafter provided.

Global Notes. Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto). Each Global Note shall will represent such of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptionsredemptions and purchases and cancellations. 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 will be made by the Registrar or the Custodian, at the direction of the Trustee, Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Note 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 Common Depositary for Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The registered Holder aggregate principal amount of a the Regulation S Global Note will may from time to time be treated increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the Register, as hereinafter provided. Notes offered and sold within the owner United States of America to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Note 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 Common Depositary, for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Note for all purposes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note and only registered Holders shall have rights under this Indenture and recorded in the NotesRegister, as hereinafter provided. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in Any endorsement of a Global Note through an Agent Member shall have no rights under this Indenture with respect to reflect the amount of any Global Note held on their behalf increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Depositary. The Depositary may be treated Trustee in accordance with instructions given by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing Holder thereof as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished required by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSection 2.06 hereof.

Global Notes. (i) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Upon the issuance of a Regulation S Global Note or a Rule 144A Global Note, (collectively, the “Global Notes” and each, a “Global Note”), the Depositary or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary (with respect to Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, 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 Registrar or Trustee or, if the CustodianNotes Custodian and the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof2.07 of the Indenture and Section 2.2 of this Appendix. The registered Holder Issuer has entered into a letter of a Note will be treated as representations with DTC in the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture form provided by DTC and the Notes. Members of, or participants in, the Depositary (“Trustee and each Agent Members”) are hereby authorized to act in accordance with such letter and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteApplicable Procedures.

Global Notes. Notes (including Secondary Notes) shall be issued initially in global form shall be substantially in the form of Exhibit A attached hereto (including including, without limitation, the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Notes issued in definitive form , which shall be substantially deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its [New York] office, as custodian for the Depositary, and registered in the form name of Exhibit A hereto (but without the Global Note Legend thereon Depositary or the nominee of the Depositary for the accounts of Participants, duly executed by the Company and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges exchanges, redemptions and redemptionsthe issuance of Secondary 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, as custodian for the Depositary or its nominee, as the case may be, as herein provided. 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 Registrar 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 registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. The Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the a 144A Global Note” attached thereto), duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. The Notes issued offered and sold in definitive form reliance on Regulation S shall be substantially issued initially in the form of Exhibit A hereto (but without the Dollar Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Regulation S Permanent Global Note Legend thereon that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect by the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by Trustee, the Registrar or the CustodianPaying Agent to reflect exchanges, at the direction repurchases, redemptions and transfers of the Trusteeinterests therein, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofterms of this Indenture. The registered Holder terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) Issuer and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the Paying Agentextent any provision of any Note conflicts with the express provisions of this Indenture, the Registrar provisions of this Indenture shall govern and any agent be controlling. Ownership of the foregoing as the absolute owner of interests in the Global Notes for all purposes whatsoeverwill be limited to Participants and Indirect Participants. Notwithstanding Book-Entry Interests in the foregoingGlobal Notes will be shown on, nothing herein and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear or Clearstream and their Participants. The Applicable Procedures shall prevent the Issuerbe applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the TrusteeGlobal Notes may be transferred, the Paying Agentin whole and not in part, the Registrar only to a nominee or any agent a successor of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteCommon Depositary.

Global Notes. The Notes issued are being offered and sold by the Company pursuant to the Purchase Agreement. Notes transferred in global form reliance on Regulation S under the Securities Act ("REGULATION S"), as provided in Section 2.06(a)(ii) hereof, shall be substantially issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (including the Global Note Legend thereon "REGULATION S GLOBAL NOTE"), which shall be deposited on behalf of the transferee of the Notes represented thereby with the Trustee, at its New York office, as custodian, for the Depositary, and the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("EUROCLEAR") or Cedelbank, societe anonyme ("CEDEL"), duly executed by the Company and authenticated by the Trustee 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 hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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 Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of the 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 Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Notes represented thereby shall the Rule 144A Global Note may from time to time be increased or decreased by adjustments made by on the Registrar or the Custodian, at the direction records of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes Trustee and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, its nominee as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Initial Notes issued in global form initially resold pursuant to Rule 144A shall be substantially issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) with the restricted securities legend set forth in Exhibit A hereto (including the Global Note Legend thereon to this Indenture, and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Initial Notes issued in definitive form initially resold pursuant to Regulation S shall be substantially 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 hereto to this Indenture (but without the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b) hereof, beneficial ownership interest in a Regulation S Global Note Legend thereon will be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and without then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the “Schedule of Exchanges of Interests Securities Act and (ii) in the Global case of an exchange for a Definitive Note” attached thereto), in compliance with the requirements described in Section 2.4, in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the applicable Depositary or a nominee of the applicable Depositary, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as provided in this Indenture. Each The Rule 144A Global Note shall represent such of the outstanding Notes and Regulation S Global Note are collectively referred to herein as shall be specified in the “Schedule of Exchanges of Interests in the Global NoteNotes.” attached thereto and each shall provide that it shall represent up to the The aggregate principal amount of the Global 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 increased or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction records of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture Trustee and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the applicable Depositary or impair, its nominee as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Dollar Notes issued in global form shall will be substantially in the form of Exhibit A A-1 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto). Each Dollar Global Note shall will represent such of the outstanding Dollar Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding 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 applicableappropriate, to reflect exchanges and redemptionsredemptions and purchases and cancellations. Euro Notes issued in global form will be substantially in the form of Exhibit A-2 hereto (including the Global Note Legend thereon and the “Schedule of Principal Amount in the Global Note” attached thereto). Each Euro Global Note will represent such of the outstanding Euro Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Euro Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Dollar Notes represented thereby shall will be made by the Dollar Registrar or the Custodian, at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder Any endorsement of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Euro Notes represented thereby will be made by the Euro Registrar at the direction of the Transfer Agent Member (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Dollar Notes offered and sold in reliance on Regulation S shall have no rights under this Indenture with respect to any be issued initially in the form of a Dollar Global Note held 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 their behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, duly executed by the DepositaryIssuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The Depositary aggregate principal amount of the Regulation S Dollar Global Notes may from time to time be treated increased or decreased by adjustments made by the IssuerDollar Registrar on Schedule A to each such Regulation S Dollar Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Euro Global Note 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 Trustee“Regulation S Global Note”), the Paying Agent, the Registrar and any agent which shall be deposited on behalf of the foregoing as the absolute owner purchasers of the Euro Notes represented thereby with a Common Depositary for Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Euro Global Notes for all purposes whatsoevermay from time to time be increased or decreased by adjustments made by the Euro Registrar on Schedule A to each such Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notwithstanding Dollar Notes offered and sold within the foregoingUnited States to QIBs in reliance on Rule 144A shall be issued initially in the form of a Dollar Global Note substantially in the form of Exhibit A-1 hereto, nothing with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the “Restricted Dollar Global Note”), which shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent be deposited on behalf of the foregoing from giving effect to any written certificationpurchasers of the Dollar Notes represented thereby with a custodian for DTC, proxy or other authorization furnished duly executed by the Depositary Issuer and authenticated by the Trustee or impairits Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Dollar Global Notes may from time to time be increased or decreased by adjustments made by the Dollar Registrar on Schedule A to each such Restricted Dollar Global Note and recorded in the Security Register, as between hereinafter provided. Euro Notes offered and sold within the Depositary and its Agent MembersUnited States to QIBs in reliance on Rule 144A shall be issued initially in the form of a Euro Global Note substantially in the form of Exhibit A-1 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the operation of customary practices of such Depositary governing the exercise “Restricted Euro Global Note”), which shall be deposited on behalf of the rights purchasers of the Euro Notes represented thereby with a Holder Common Depositary, for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authentication Agent as hereinafter provided. The aggregate principal amount of a beneficial interest the Restricted Euro Global Notes may from time to time be increased or decreased by adjustments made by the Euro Registrar on Schedule A to each such Restricted Euro Global Note and recorded in any Global Notethe Security Register, as hereinafter provided.

Global Notes. (a) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall will represent such of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall will provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges exchanges, redemptions and redemptionspayments of PIK Interest. 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 will be made by the Registrar 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 hereof. The registered Holder 2.2 hereof or by the Company as provided for in Section 2.03(e) of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the NotesIndenture. Members of, or direct or indirect participants in, the Depositary Depository, Euroclear or Clearstream (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository or under the Global Notes. The Depositary Depository may be treated by the IssuerCompany, the Trustee, the Paying Agent, the Registrar Trustee and any agent of the foregoing Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee, the Paying Agent, the Registrar Trustee or any agent of the foregoing Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository, Euroclear or Clearstream, as the case may be, and its their respective Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. The Dollar Notes issued offered and sold to QIBs in global form 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 A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (including 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 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 Dollar Global Note Legend thereon 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 the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)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 issued offered and sold in definitive form 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 A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (but without the "Regulation S Dollar Global Note Legend thereon Note"), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Common Depositary, and without the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Common Depositary or its nominee, as shall be specified 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 the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Dollar Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by the Registrar on Schedule A to the Regulation S Dollar Global Note and recorded in the Security Register, as applicablehereinafter provided, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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 outstanding Notes represented thereby shall the Restricted Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar or on Schedule A to the CustodianRestricted Euro Global Note and recorded in the Security Register, at as hereinafter provided, or, in the direction case of an increase resulting from the Trusteepayment of PIK Interest, in accordance with instructions given 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 Holder thereof Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as required by Section 2.06 hereofhereinafter provided. The registered Holder aggregate principal amount of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Regulation S Euro Global Note through an Agent Member shall have no rights under this Indenture with respect may from time to any time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Euro Global Note held on their behalf by and recorded in the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between hereinafter provided, or, in the Depositary case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteExhibit A-2 hereto.

Global Notes. The New Second Lien Secured Notes issued in global form shall be substantially in the form of Exhibit A hereto attached hereto, with respect to the New Second Lien Non-Convertible Notes, and substantially in the form set forth in Exhibit B hereto, with respect to the New Second Lien Convertible Notes, (including including, in each case, the Global Note Legend thereon and the “Schedule of Exchanges Increases or Decreases of Interests in the Global Note” attached thereto). New Second Lien Secured Notes issued in definitive form shall be substantially in the form of Exhibit A hereto attached hereto, with respect to the New Second Lien Non-Convertible Notes, and substantially in the form set forth in Exhibit B hereto, with respect to the New Second Lien Convertible Notes, (but but, in each case, without the Global Note Legend thereon and without the “Schedule of Exchanges Increases or Decreases of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding New Second Lien Secured Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding New Second Lien Secured Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding New Second Lien Secured Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges exchanges, repurchases, redemptions and redemptionsconversions, as applicable. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding New Second Lien Secured Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, applicable Second Lien Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06 2.07 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. Initial Notes issued offered and sold in global form reliance on Rule ------------ 144A shall be substantially issued in the form of Exhibit A hereto (including one or more U.S. Global Notes, deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Legend thereon and the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto), as hereinafter provided. Initial Notes issued offered and sold in definitive form offshore transactions in reliance on Regulation S shall be substantially issued initially in the form of Exhibit A hereto (but without one or more International Global Notes deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the International Global Note Legend thereon and without the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto, as hereinafter provided. Unrestricted Global Notes shall be issued in accordance with Section 2.07(b)(iii), 2.07(d)(iii) and 2.07(f), and shall be deposited with the Common Depositary, as custodian for the Depositaries or their respective nominees, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount outstanding 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 applicableappropriate, to reflect exchanges exchanges, transfers of interests therein, redemptions and redemptionsrepurchases in accordance with the terms of this Indenture. Any endorsement of Schedule A to 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 Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, Agent or the Registrar in accordance with Sections 2.07 (Transfer and any agent Exchange), 3.04 (Notice of the foregoing Redemption), 4.10 (Limitation on Asset Sales) and 4.11 (Repurchase of Notes upon a Change of Control) hereof. Except as the absolute owner of set forth in Section 2.07(a) hereof, the Global Notes for all purposes whatsoever. Notwithstanding the foregoingmay be transferred, nothing herein shall prevent the Issuerin whole and not in part, the Trustee, the Paying Agent, the Registrar or any agent only to a successor of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteCommon Depositary.

Global Notes. Notes issued offered and sold in global form 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 hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (including 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 or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euro-clear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note Legend thereon 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 the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)Security Register, as hereinafter provided. Notes issued offered and sold to QIBs in definitive form 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 hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule Restricted Global Note”), which shall be deposited on behalf of Exchanges the purchasers of Interests the Notes represented thereby with the Depository, and registered in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Depository or its nominee, as shall be specified 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 the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Restricted Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as applicable, hereinafter provided. Notes transferred to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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 outstanding Notes represented thereby shall 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 the Custodian, at the direction any Subsidiary of the TrusteeIssuer 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 accordance with instructions given by the Holder thereof Exhibit A hereto, except as required by otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.06 hereof2.10(b). The registered Holder of a Note will Such Notes may be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial transferred to interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices upon transfer of such Depositary governing Note to someone other than the exercise of the rights of Issuer or a Holder of a beneficial interest in any Global NoteSubsidiary permitted hereby.

Global Notes. Initial Notes issued offered and sold in global form reliance on Rule 144A shall be issued initially in the form of one or more Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Upon consummation of the Registered Exchange Offer, the Series B Notes may be issued in definitive form shall be substantially in the form of Exhibit A hereto (but without one or more Global Notes with the Global Note Legend thereon and without but not the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Private Placement Legend. Each Global Note shall represent such of the outstanding aggregate principal amount of the Outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, 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 Outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06 204 hereof. The registered Holder Each Global Note (i) shall be registered, in the name of the Depositary designated for such Global Note pursuant to Section 204, or in the name of a Note will be treated as the owner nominee of such Note Depositary, (ii) shall be deposited with the Trustee, as Custodian for all purposes the Depositary, and only registered Holders (iii) shall have rights under this Indenture and the Notesbear 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. Members ofTHIS 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, or participants inAND 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, the 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 (“Agent Members”) and Persons who hold beneficial interests in designated pursuant to Section 204 for a Global Note through an Agent Member shall have no rights must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar Exchange Act and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar other applicable statute or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Noteregulation.

Global Notes. Initial Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued in the form of Exhibit A hereto one or more 144A Global Notes, deposited with the Trustee, as custodian for the Depositary (including in such capacity the "Custodian"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Note Legend thereon and the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto), as hereinafter provided. Initial Notes issued offered and sold in definitive form offshore transactions in reliance on Regulation S shall be substantially issued initially in the form of Exhibit A hereto (but without one or more Regulation S Global Notes deposited with the Custodian and registered in the name of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note Legend thereon and without the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto, as hereinafter provided. Unrestricted Global Notes shall be issued in accordance with Sections 2.07(b)(iii), 2.07(d)(iii) and 2.07(f), and shall be deposited with the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount outstanding 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 applicableappropriate, to reflect exchanges exchanges, transfers of interests therein, redemptions and redemptionsrepurchases in accordance with the terms of this Indenture. Any endorsement of Schedule A to 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 Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, Agent or the Registrar in accordance with Sections 2.07 (Transfer and any agent Exchange), 3.04 (Notice of the foregoing Redemption), 4.10 (Limitation on Asset Sales) and 4.11 (Repurchase of Notes upon a Change of Control). Except as the absolute owner of set forth in Section 2.07(a), the Global Notes for all purposes whatsoever. Notwithstanding the foregoingmay be transferred, nothing herein shall prevent the Issuerin whole and not in part, the Trustee, the Paying Agent, the Registrar or any agent only to a successor of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteCustodian.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar Trustee or the CustodianCustodian or the Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The Notes offered and sold in reliance on Regulation S 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 Notes represented thereby with the Custodian and registered Holder in the name of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Authenticating Agent Members”) and Persons who hold as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Authenticating Agent of an Officer’s Certificate or otherwise in accordance with the Applicable Procedures. Following the termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note through an Agent Member shall have no rights under this Indenture with respect pursuant to any Global Note held on their behalf by the DepositaryApplicable Procedures. The Depositary may be treated by Issuers shall deliver to the IssuerAuthenticating Agent an Authentication Order for the authentication of the Regulation S Permanent Global Note, an 45 executed Regulation S Permanent Global Note, an Officer’s Certificate, and an Opinion of Counsel. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee, Trustee shall cancel the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any corresponding Regulation S Temporary Global Note.

Global Notes. This Section 4(c) shall apply only to Global Notes issued in global form shall be substantially deposited with a Depositary unless otherwise provided in the form Authorization. Notwithstanding any other provision of Exhibit A hereto (including this Agreement or the Notes, no Global Note Legend thereon and the “Schedule of Exchanges of Interests may be transferred to, or registered or exchanged for Notes registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in name of, any person other than the form of Exhibit A hereto (but without the Depositary with respect to such Global Note Legend thereon or any nominee thereof, and without no such transfer may be registered, unless (x) the “Schedule Depositary with respect to such Global Note (A) notifies the Bank that it is unwilling or unable to continue as Depositary for such Global Note or (B) ceases to be a clearing agency registered under the Securities Exchange Act of Exchanges 1934, as amended, (y) the Bank delivers to the Fiscal Agent a written notice executed by a duly authorized officer of Interests in the Global Note” attached thereto). Each Bank that such Global Note shall represent such be exchangeable for definitive Notes or (z) the Bank shall fail to make any payment 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants inany interest or additional amount on, the Depositary (“Agent Members”) and Persons who hold Notes when due. If the beneficial owners of interests in a Global Note through are entitled to exchange interests for definitive Notes in registered form, as provided in the preceding paragraph, then without unnecessary delay, but in any event not later than the earliest date on which such interests may be so exchanged, the Bank shall execute and deliver to the Fiscal Agent definitive registered Notes in an Agent Member shall have no rights under this Indenture with respect aggregate principal amount equal to any the principal amount of such Global Note. On or after the earliest date on which such interests may be so exchanged, such Global Note held on their behalf shall be surrendered by the DepositaryDepositary to the Fiscal Agent, as the Bank's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive registered Notes without charge and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such Global Note, an equal aggregate principal amount of definitive registered Notes of authorized denominations as the portion of such Global Note to be exchanged. Any Global Note that is exchangeable pursuant to this Section 4(c) shall be exchangeable for Notes issuable in the denominations specified in Section 1 hereof and registered in such names as the Depositary that is the holder of such Global Note shall direct. If a Note is issued in exchange for any portion of a Global Note after the close of business at the office or agency where such exchange occurs on any Regular Record Date (as defined in the Notes) and before the opening of business at such office or agency on the relevant Interest Payment Date (as defined in the Notes), interest will not be payable on such Interest Payment Date in respect of such Note, but will be payable on such Interest Payment Date only to the person to whom interest in respect of such portion of such Global Note is payable. Every Note authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, a Global Note to which the restriction set forth in the second preceding paragraph shall apply shall, except as provided in the immediately preceding paragraph, be authenticated and delivered in the form of, and shall be, a Global Note. The Depositary may be treated by the Issuergrant proxies and otherwise authorize any person, the Trustee, the Paying Agent, the Registrar including Agent Members and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its persons that may hold interests through Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of to take any action which a Holder of a beneficial interest in any Global Noteis entitled to take under this Agreement or the Notes.

Global Notes. Any Notes that are no longer part of New PEPS Units will be issued in global form shall be substantially initially in the form of Exhibit A hereto one or more Global Notes (including the "GLOBAL NOTES") registered in the name of the Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, such Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee 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 (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Note Legend thereon Notes and no successor Depositary has been appointed within 90 days after this notice, (ii) the “Schedule of Exchanges of Interests Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) the Corporation, in its sole discretion, determines that it will no longer have the Notes represented by Global Note” attached thereto). Notes issued in definitive form shall be substantially in Notes, the form of Exhibit A hereto (but without the Global Note Legend thereon Corporation will execute, and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such subject to Article Three 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the IssuerOriginal Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and deliver the Paying AgentNotes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Registrar and any agent of the foregoing as the absolute owner principal amount of the Global Note or Notes in exchange for such Global Senior or Notes. Upon exchange of the Global Note or Notes for all purposes whatsoever. Notwithstanding the foregoingsuch Notes in definitive registered form without coupons, nothing herein shall prevent the Issuerin authorized denominations, the Global Note or Notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the Corporation, the Paying AgentGuarantor, the Registrar Trustee or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersCorporation, the operation of customary practices of such Depositary governing Guarantor or the exercise Trustee will have any responsibility or liability for any aspect of the rights records relating to or payments made on account of beneficial ownership interests of a Holder of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial interest in any Global Noteownership interest.

Global Notes. v) If (i) the Depositary notifies the Company that it is no longer willing or able to properly discharge its responsibilities with respect to the Notes issued or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, (ii) the Note Depositary Agreement is terminated for any reason or (iii) the Company at its option advises the Trustee in global form writing that it elects to terminate the book-entry system through the Depositary, the Company shall be substantially (x) appoint a successor securities depository qualified to act as such under Section 17(a) of the Exchange Act, notify the Depositary, such successor securities depository and the Trustee of the appointment of such successor securities depository and transfer one or more separate Global Notes registered in the form name of Exhibit A hereto such successor securities depository or its nominee to such successor securities depository or (including y) notify the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such Depositary of the outstanding availability through the Depositary of certificated Notes as to Note Owners; provided that if, upon the occurrence of any event described in clause (i) or (ii) above, the Company has not appointed a successor securities depository within 90 days of the occurrence of such event, the Company shall be specified in notify the “Schedule Depositary of Exchanges the availability through the Depositary of Interests in certificated Notes to Note Owners. If after the Global Note” attached thereto and each shall provide that it shall represent up to occurrence of an Event of Default Note Owners representing beneficial interests aggregating at least a majority of the aggregate Outstanding principal amount of the Notes from time to time endorsed thereon advise the Trustee, the Company and the Depositary through DTC Participants in writing that the aggregate principal amount continuation of outstanding 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 represented thereby may from time to time be reduced or increasedNote Owners requesting the same. Upon surrender to the Trustee of the typewritten Notes representing the Global Notes by the Depositary, as applicableaccompanied by registration instructions, to reflect exchanges the Company shall execute, and redemptionsthe Trustee shall authenticate, without charge, the certificated Notes in authorized denominations in accordance with the instructions of the Depositary. Any endorsement Note delivered in exchange for a portion of a Global Note to reflect shall, except as otherwise provided in Section 2.4(c), bear the amount Legend regarding transfer restrictions set forth on the form of any increase or decrease in Note attached as Exhibit A hereto. None of the aggregate principal amount of outstanding Notes represented thereby shall be made by Company, the Note Registrar or the CustodianTrustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, at and shall be protected in relying on, such instructions. Upon the direction issuance of certificated Notes, the Trustee shall recognize the holders of the Trustee, in accordance with instructions given by the Holder thereof Notes as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteNoteholders.

Global Notes. The Notes issued offered and sold in global form reliance on Section 4(a)(2) shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (including the "Restricted Global Note"), 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 Common Depositary or its nominee, as the case may be, for the accounts of Euroclear and Clearstream, 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 Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)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 hereto. The Notes issued offered and sold in definitive form 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 hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (but without the "Regulation S Global Note Legend thereon Note"), which shall be deposited on behalf of the purchasers of the Regulation S Global Notes represented thereby with the Common Depositary, and without the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Common Depositary or its nominee, as shall be specified the case may be, for the accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its agent in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased 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 decreased by adjustments made by the Registrar or on Schedule A to the CustodianRegulation S Global Note and recorded in the Security Register, at as hereinafter provided, or, in the direction case of an increase resulting from the Trusteepayment of PIK Interest, in accordance with instructions given by the Holder thereof as required by provisions of Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes 2.13 and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteExhibit A hereto.

Global Notes. Rule 144A Notes issued in global form shall be substantially issued initially in the form of Exhibit A hereto one or more permanent Global Notes in definitive, fully registered form, numbered RA-1 upward (including the Global Note Legend thereon and collectively, the “Schedule of Exchanges of Interests in the Rule 144A Global Note” attached thereto). ”) and Regulation S Notes issued in definitive form shall be substantially issued initially in the form of Exhibit A hereto one or more Global Notes, numbered RS-1 upward (but collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Note Notes Legend thereon 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 Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or more Global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “Schedule IAI Global Note”) shall also be issued at the request of Exchanges of Interests the Trustee, deposited with the Notes Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” attached thereto). and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the 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 Registrar 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 hereof. The registered Holder 2.2(b) of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.Appendix A.

Global Notes. The Fixed Rate Dollar Notes issued offered and sold to QIBs in global form 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 A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (including the “Restricted Fixed Rate Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Fixed Rate Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, 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 Fixed Rate Dollar Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Fixed Rate Dollar Global Note and the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)Security Register, as hereinafter provided. The Floating Rate Dollar Notes issued offered and sold to QIBs in definitive form 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 A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Restricted Floating Rate Dollar Global Note” attached theretoand, together with the Restricted Fixed Rate Dollar Global Note, the “Restricted Dollar Global Notes”). Each Global Note , which shall represent such be deposited on behalf of the outstanding purchasers of the Floating Rate Dollar Notes as shall be specified represented thereby with a custodian for DTC, and registered in the “Schedule name of Exchanges of Interests DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in the Global Note” attached thereto and each shall provide that it shall represent up to the accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Restricted Floating Rate Dollar Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by the Registrar on Schedule A to the Restricted Floating Rate Dollar Global Note and recorded in the Security Register, as applicable, to reflect exchanges hereinafter provided. Fixed Rate Dollar Notes offered and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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 Fixed Rate Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Fixed Rate Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, 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 outstanding Notes represented thereby shall the Regulation S Fixed Rate 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 Fixed Rate Dollar Global Note and recorded in the Security Register, as hereinafter provided. Floating Rate 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 Custodianform of Exhibit A-2 hereto, at with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the direction “Regulation S Floating Rate Dollar Global Note” and, together with the Regulation S Fixed Rate Dollar Global Note, the “Regulation S Dollar Global Notes”), which shall be deposited on behalf of the Trusteepurchasers of the Floating Rate Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with instructions given Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Floating Rate Dollar Global Note may from time to time be increased or decreased by adjustments made by the Holder thereof Registrar on Schedule A to the Regulation S Floating Rate Dollar Global Note and recorded in the Security Register, as required hereinafter provided. Euro Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-3 hereto, with such applicable legends as are provided in Exhibit A-3 hereto, except as otherwise permitted herein (the “Restricted Euro Global Note” and, together with the Restricted Dollar Global Notes, 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 2.06 hereof2.02) 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. Euro Notes offered and sold 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-3 hereto, with such applicable legends as are provided in Exhibit A-3 hereto, except as otherwise permitted herein (the “Regulation S Euro Global Note” and, together with the Regulation S Dollar Global Notes, the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with the Common Depositary, and registered Holder in the name of a Note will be treated the Common Depositary or its nominee, as the owner case may be, for the accounts of such Note for all purposes Euroclear and only registered Holders shall have rights under this Indenture Clearstream, duly executed by the Issuers and authenticated by the NotesTrustee (or its agent in accordance with Section 2.02) as hereinafter provided. Members of, or participants in, The aggregate principal amount of the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Regulation S Euro Global Note through an Agent Member shall have no rights under this Indenture with respect may from time to any time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Euro Global Note held on their behalf by and recorded in the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Notes issued transferred in global form reliance on Regulation S under the Securities Act ("REGULATION S"), as provided in Section 2.07(a)(ii) hereof, shall be substantially issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (including the Global Note Legend thereon "REGULATION S GLOBAL NOTE"), which shall be deposited on behalf of the transferee of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("EUROCLEAR") or Cedelbank ("CEDEL"), duly executed by the Company and authenticated by the Trustee 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 hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes transferred to Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as applicableprovided in Section 2.07(a)(ii) hereof, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease shall be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of the 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 Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Notes represented thereby shall the Rule 144A Global Note may from time to time be increased or decreased by adjustments made by on the Registrar or the Custodian, at the direction records of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture Trustee and the Notes. Members of, Depositary or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing its nominee as the absolute owner of the Global Notes for all purposes whatsoeverhereinafter provided. Notwithstanding the foregoing, nothing herein shall prevent for so long as the IssuerPurchasers hold the Notes, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished Notes shall be held by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest them in any Global Notecertificated form.

Global Notes. Notes issued offered and sold to QIBs in global form reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (including the "Restricted Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, 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 Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)Security Register, as hereinafter provided. Notes issued offered and sold in definitive form 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 hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (but without the "Regulation S Global Note Legend thereon Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and without the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Depositary or its nominee, as shall be specified the case may be, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as applicablehereinafter provided. If and when issued, Exchange Notes offered to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease Holders, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the "Exchange Global Note"), which shall be deposited on behalf of the Holders of the Exchange Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, 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 outstanding Notes represented thereby shall the Exchange Global Note may from time to time be increased or decreased by adjustments made by the Registrar or on Schedule A to the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Exchange Global Note through and recorded in the Security Register, as hereinafter provided. Upon the transfer, exchange or replacement of any Original Note remaining outstanding after the consummation of an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying AgentExchange Offer, the Registrar shall deliver such new Original Note only in global form, subject to Section 2.10, and such new Original Note shall continue to bear the applicable legends set forth in Exhibit A hereto. In the case of a Restricted Global Note, such legends shall include the private placement legend unless (x) the appropriate period referred to in Rule 144(k) under the Securities Act has elapsed or (y) there is delivered to the Registrar an opinion of counsel reasonably satisfactory to the Issuer and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. Upon the transfer, exchange or replacement of any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying AgentNote pursuant to a Shelf Registration Statement, the Registrar or any agent of shall deliver such new Note only in global form, subject to Section 2.10, and such new Note shall continue to bear the foregoing from giving effect applicable legends set forth in Exhibit A hereto; provided, however, that such new Note shall not be required to any written certification, proxy or other authorization furnished by bear the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest private placement legend set forth in Exhibit A hereto. Beneficial interests in any such new Note shall be reflected in the Exchange Global Note.

Global Notes. Notes issued offered and sold to QIBs in global form 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 Depositary, and registered in the name of the Depositary or its nominee, as the case may be, 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, including in connection with a PIK Payment. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes, with such applicable legends as are provided in Exhibit A hereto (including the “Temporary Regulation S Global Note”). Each Temporary Regulation S Global Note Legend thereon and the “Schedule of Exchanges of Interests shall be registered in the name of the Depositary or its nominee, as the case may be, and deposited on behalf of the purchasers of the Notes represented thereby with the Depositary or its nominee, as the case may be, 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, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at the Depositary or the depositaries of Euroclear and Clearstream, for the credit to the respective accounts of owners of beneficial interests in such Temporary Regulation S Global Note” attached thereto). Notes issued The aggregate principal amount of the Temporary Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Temporary Regulation S Global Note and recorded in definitive form the Security Register, as hereinafter provided, including in connection with a PIK Payment. On or after the termination of the Restricted Period, beneficial interests in the Temporary Regulation S Global Note shall be exchangeable (in accordance with the requirements set forth in Section 2.06(b)) for an equal amount of beneficial interests in a corresponding unrestricted Global Note substantially in the form of Exhibit A hereto hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (but without the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, 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, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at the Depositary or the depositaries of Euroclear and for Clearstream, for credit to the respective accounts of owners of beneficial interests in such Regulation S Global Note. Once all interests in the Temporary Regulation S Global Note Legend thereon and without the “Schedule of Exchanges of Interests have been exchanged for interests in the Regulation S Global Note” attached thereto). Each , the Trustee shall cancel the Temporary Regulation S Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up if requested to the do so upon an Issuer Order. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased 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 decreased by adjustments made by the Registrar or on Schedule A to the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Regulation S Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by and recorded in the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Membershereinafter provided, the operation of customary practices of such Depositary governing the exercise of the rights of including in connection with a Holder of a beneficial interest in any Global NotePIK Payment.

Global Notes. Notes issued offered and sold to QIBs in global form reliance on Rule 144A ------ ----- and accredited institutional investors as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act ("Accredited Investors") who are not QIBs, otherwise than in reliance on Regulation S shall be substantially evidenced by one or more Restricted Global Notes, deposited with the Trustee, as custodian for the Depositary and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of Exhibit A hereto (including a Regulation S Temporary Global Note, deposited 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 the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note Legend thereon shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the “Schedule Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of Exchanges the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto)interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, 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 Registrar 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 2.6 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. The Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated November 15, 2015, among the Issuer, the Guarantors and Xxxxxx Xxxxxxx & Co. LLC. The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in global the form shall be of a permanent Global Note substantially in the form of Exhibit A hereto Annex A, including appropriate legends as set forth in Section 302 (including the “Rule 144A Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Rule 144A Global Note Legend thereon and may be represented by more than one certificate, if so required by DTC’s rules regarding the “Schedule of Exchanges of Interests in the Global Note” attached thereto)maximum principal amount to be represented by a single certificate. Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Rule 144A Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee, as applicableSecurities Custodian, to reflect exchanges as hereinafter provided. Initial Notes and redemptions. Any endorsement any Additional Restricted Notes offered and sold outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a permanent Global Note to reflect the amount of any increase or decrease substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Regulation S Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be held through Euroclear and Clearstream, and may only be transferred to Non-U.S. Persons pursuant to Regulation S, unless exchanged for interests in another Global Note in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note after the Restricted Period through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of outstanding Notes represented thereby shall the Regulation S Global Note may from time to time be increased or decreased by adjustments made by on the Registrar or the Custodian, at the direction records of the Trustee, as Securities Custodian, as hereinafter provided. Initial Notes and Additional Restricted Notes resold to IAIs (the “Institutional Accredited Investor Notes”) in accordance with instructions given the United States of America shall be issued in the form of a permanent Global Note substantially in the form of Annex A including appropriate legends as set forth in Section 302 (the “Institutional Accredited Investor Global Note”), duly executed by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes Issuer and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf authenticated by the Depositary. The Depositary may be treated by the Issuer, Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the Paying Agent, the Registrar and any agent maximum principal amount to be represented by a single certificate. The aggregate principal amount of the foregoing as Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the absolute owner records of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, as Securities Custodian, as hereinafter provided. Exchange Notes exchanged for interests in the Paying AgentRule 144A Notes, the Registrar or any agent Regulation S Notes and the Institutional Accredited Investor Notes shall be issued in the form of a permanent Global Note, substantially in the foregoing from giving effect to any written certificationform of Annex A, proxy or other authorization furnished including appropriate legends as set forth in Section 302 (the “Exchange Global Note”), duly executed by the Depositary or impairIssuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as between Securities Custodian. The Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the Depositary and its Agent Membersmaximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the “Global Notes.” ARTICLE FOUR

Global Notes. The Dollar Notes issued offered and sold to QIBs in global form 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 A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (including the “Restricted Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, 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 Dollar Global Note Legend thereon 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 the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)Security Register, as hereinafter provided. The Dollars Notes issued offered and sold in definitive form 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 A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule Regulation S Dollar Global Note”), which shall be deposited on behalf of Exchanges the purchasers of Interests the Dollar Notes represented thereby with a custodian for DTC, and registered in the Global Note” attached thereto)name of DTC or its nominee, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Dollar Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by the Registrar on Schedule A to the Regulation S Dollar Global Note and recorded in the Security Register, as applicable, to reflect exchanges hereinafter provided. The Euro Notes offered and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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”), 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 Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Notes represented thereby shall the Restricted Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar or on Schedule A to the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Restricted Euro Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by and recorded in the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued in global the form shall be of one or more Global Notes substantially in the form of Exhibit A hereto A-1 hereto, in the case of the Dollar Notes, and Exhibit A-2 hereto, in the case of the Euro Notes, with such applicable legends as are provided in Exhibit A-1 hereto, in the case of the Dollar Notes, and Exhibit A-2 hereto, in the case of the Euro Notes, except as otherwise permitted herein (including the each, a “Regulation S Global Note”). The aggregate principal amount of a Regulation S Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the applicable Regulation S Global Note and recorded in the Security Register, as hereinafter provided. The provisions of the “The Operating Procedures of the Euroclear System” and “Terms and Conditions governing use of Euroclear” and the “Schedule General Terms and Conditions” and “Customer Handbook” of Exchanges Clearstream shall be applicable to transfers of Interests beneficial interests in the Regulation S Global Note” attached thereto)Note that are held by Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued in definitive the form shall be of one or more Global Notes substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests A-1 hereto, in the case of the Dollar Notes, and Exhibit A-2 hereto, in the case of the Euro Notes, with such applicable legends as are provided in Exhibit A-1 hereto, in the case of the Dollar Notes, and Exhibit A-2 hereto, in the case of the Euro Notes, except as otherwise permitted herein (each, a “Restricted Global Note” attached thereto”). Each Global Note , which shall represent such be deposited on behalf of the outstanding purchasers of the Notes as shall be specified of the applicable series represented thereby with the Depositary, and registered in the “Schedule name of Exchanges of Interests in the Global Note” attached thereto Depositary or its nominee, as the case may be, duly executed by the Company and each shall provide that it shall represent up to authenticated by the Trustee (or, as applicable, by the Authenticating Agent) as hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby any Restricted Global Note may from time to time be reduced increased 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 decreased by adjustments made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of on Schedule A to such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Restricted Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by and recorded in the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. The Notes issued are being offered and sold by the Company ------------ pursuant to a purchase agreement relating to the Notes, dated October 1, 1996, between the Company and the Initial Purchasers (the "Purchase Agreement"). Notes offered and sold to Qualified Institutional Buyers as defined in global form Rule 144A ("QIBs") in reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including one or more Restricted Global Notes in definitive, fully registered form without interest coupons, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Note Legend thereon may from time to time be increased or decreased by adjustments made on the records of the Trustee and the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Depositary or its nominee as hereinafter provided. Notes issued offered and sold in definitive form reliance on Regulation S shall be substantially issued initially in the form of Exhibit A hereto one or more Unrestricted Global Notes in definitive, fully registered form without interest coupons, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System (but without "Euroclear") or Cedel Bank Societe Anonyme ("Cedel") duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Unrestricted Global Note Legend thereon may from time to time be increased or decreased by adjustments made on the records of the Trustee and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Depositary or its nominee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, 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 Registrar Trustee or the Custodiancustodian, at the direction of the Trustee, in accordance with instructions given by the Holder holder thereof as required by Section 2.06 2.6 hereof. The registered Holder provisions of a Note will be treated as the owner "Operating Procedures of such Note for all purposes the Euroclear System" and only registered Holders shall have rights under this Indenture "Terms and Conditions Governing Use of Euroclear" and the Notes. Members of, or participants in, the Depositary (“Agent Members”) "Management Regulations" and Persons who hold beneficial "Instructions to Participants" of Cedel shall be applicable to interests in a the Unrestricted Global Note through an that are held by the Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositarythrough Euroclear or Cedel. The Depositary may be treated by the IssuerExcept as set forth in Section 2.6 hereof, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoingmay be transferred, nothing herein shall prevent the Issuerin whole and not in part, the Trustee, the Paying Agent, the Registrar or any agent only to another nominee of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between to a successor of the Depositary and or its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notenominee.

Global Notes. Notes The InterNotes will be issued in global form shall be substantially initially in the form of Exhibit Global Notes. "Global Note" means a registered Note evidencing one or more InterNotes, issued to the Depository for such InterNotes in accordance with this Article and bearing the legend prescribed in this Article. A hereto (including the single Global Note Legend thereon will represent all Notes issued on the same day and having the same terms, including, but not limited to, the same Interest Payment Dates, rate of interest, Stated Maturity, and redemption or repayment provisions (if any), including any Survivor's Option. The Company shall execute and the “Schedule of Exchanges of Interests Trustee shall, in accordance with this Article and the Company Order with respect to the InterNotes, authenticate and deliver one or more Global Note” attached thereto). Notes issued in definitive temporary or permanent form that (i) shall represent and shall be substantially denominated in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 an aggregate amount equal to the aggregate principal amount of the InterNotes to be represented by one or more Global Notes, (ii) shall be registered in the name of the Depository for such Global Note or Notes from or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions and (iv) shall bear a legend substantially to the following effect in addition to the legend required by Section 2.11(a) of the Provisions: "Unless this Global Note is presented by an authorized representative of the Depository to the Issuer or its agent for registration of transfer, exchange or payment, and any InterNote issued is registered in the name of the Depository or in such other name as is requested by the Depository, any transfer, pledge or other use hereof for value or otherwise by or to any person shall be wrongful inasmuch as the registered owner hereof, the Depository, has an interest herein." Notwithstanding Section 2.05 of the Provisions, unless and until it is exchanged in whole or in part for Notes in definitive form, a Global Note representing one or more InterNotes may not be transferred except as a whole by the Depository, to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for the InterNotes or a nominee of such successor Depository. The third paragraph of Section 2.05 of the Provisions shall not apply to InterNotes issued in the form of Global Notes. If at any time the Depository for the InterNotes notifies the Company that it is unwilling or unable to continue as Depository for the InterNotes or if at any time endorsed thereon the Depository for the InterNotes shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depository with respect to the InterNotes. If a successor Depository for the InterNotes 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 a Company Order for the authentication and delivery of definitive InterNotes, will authenticate and deliver InterNotes in definitive form in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such InterNotes in exchange for such Global Note or Notes. The Company may at any time and in its sole discretion determine that the InterNotes issued in the form of one or more Global Notes shall no longer by represented by such Global Note or Notes. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive InterNotes will authenticate and deliver InterNotes in definitive form in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such InterNotes in exchange for such Global Note or Notes. The Depository for such InterNotes may surrender a Global Note or Notes for such InterNotes in exchange in whole or in part for InterNotes in definitive form on such terms as are acceptable to the Company and such Depository. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge: to each Person specified by such Depository a new InterNote or Notes, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Note; and to such Depository a new Global Note in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of outstanding Notes represented thereby may from time InterNotes delivered to time be reduced or increasedHolders thereof. In any exchange provided for in this Article, as applicable, to reflect exchanges the Company will execute and redemptionsthe Trustee will authenticate and deliver InterNotes in definitive registered form in authorized denominations. Any endorsement Upon the exchange of a Global Note to reflect the amount of any increase or decrease for InterNotes in the aggregate principal amount of outstanding Notes represented thereby definitive form, such Global Note shall be made cancelled by the Registrar or the Custodian, at the direction of the Trustee, . InterNotes issued in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note exchange for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member pursuant to this Article shall have no rights under this Indenture with respect be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to any Global Note held on their behalf by instructions from its direct or indirect participants or otherwise, shall instruct the DepositaryTrustee. The Depositary may be treated by Trustee shall deliver such InterNotes to the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of persons in whose names such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteInterNotes are so registered.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar 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 hereof‎Section 2.06. The registered Holder Following the termination of a the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be treated as the owner of such Note exchanged for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a the Regulation S Permanent Global Note through an Agent Member shall have no rights under this Indenture pursuant to the Applicable Procedures. Simultaneously with respect to any the authentication of the Regulation S Permanent Global Note, the Trustee will, at the written direction of the Company, cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note held and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent records of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by Trustee and the Depositary or impairits nominee, as between the Depositary and its Agent Memberscase may be, the operation in connection with transfers of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Noteas hereinafter provided.

Global Notes. Series A Notes issued offered and sold to QIBs in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A hereto (including Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. If beneficial interests in any such 144A Global Note Legend thereon are transferred to an Institutional Accredited Investor, then, for so long as the Applicable Procedures shall so require, such beneficial interests shall be represented by an IAI Global Note having an initial principal amount equal to the aggregate amount of such beneficial interests, and such IAI Global Note shall be deposited on behalf of the “Schedule beneficial owners of Exchanges of Interests the Series A Notes represented thereby with the Note Custodian and registered in the Global Note” attached thereto)name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes issued offered and sold in definitive form reliance on Regulation S shall be substantially issued initially in the form of Exhibit the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Series A hereto 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 Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (but without 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 Clearstream 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 Legend thereon (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 without who will take delivery of a beneficial ownership interest in a 144A Global Note or IAI Global Note, all as contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the “Schedule Company. Following the termination of Exchanges of Interests 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” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein, and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges exchanges, redemptions, repurchases and redemptionstransfers of interests. 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, as Registrar or the and 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 registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. The Notes issued in global form initially resold pursuant to Rule 144A shall be substantially issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) with the restricted securities legend set forth in Exhibit A hereto (including the Global Note Legend thereon to this Indenture, and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form initially resold pursuant to Regulation S shall be substantially issued initially in the form of one or more permanent global Notes in definitive, fully registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A hereto to this Indenture (but without the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b) hereof, beneficial ownership interests in a Regulation S Global Note Legend thereon will be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and without then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the “Schedule of Exchanges of Interests Securities Act and (ii) in the Global case of an exchange for a Definitive Note” attached thereto), in compliance with the requirements set forth in Section 2.4, in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, 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 applicable Depositary or a nominee of the applicable Depositary, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as provided in this Indenture. Each The Rule 144A Global Note shall represent such of the outstanding Notes and Regulation S Global Note are collectively referred to herein as shall be specified in the “Schedule of Exchanges of Interests in the Global NoteNotes.” attached thereto and each shall provide that it shall represent up to the The aggregate principal amount of the Global 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 increased or increased, as applicable, to reflect exchanges and redemptions. Any endorsement decreased by adjustments made on the records 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 Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing applicable Depositary or its nominee, as the absolute owner case may be, in connection with transfers of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, interest as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. The Notes issued in global form shall be substantially issued initially in the form of Exhibit A hereto (including one or more fully registered Global Securities, which shall be deposited on behalf of the Global Note Legend thereon holders of the Notes represented thereby with DTC and the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in name of Cede & Co., DTC’s nominee, duly executed by the form of Exhibit A hereto (but without Company, authenticated by the Global Note Legend thereon Trustee and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time with guarantees endorsed thereon and that the as hereinafter provided. The aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and DTC or its nominee as hereinafter provided. Initial Notes offered and sold by the Company to QIBs in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as applicablehereinafter provided and shall bear the Private Placement Legend (the “Restricted Global Note”). Initial Notes offered and sold by the Company to Non-U.S. Persons in offshore transactions in reliance on Regulation S under the Securities Act shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Regulation S Legend (the “Regulation S Global Note”). Exchange Notes issued pursuant to the Exchange Offer (as defined in the Registration Rights Agreement) shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law, but such Global Note need not bear the Private Placement Legend or the Regulation S Legend. Notes issued after the Original Issue Date (as defined in the form of Global Note attached hereto as Exhibit A) shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear any legends required by Section 2.3(c) and any legends required by applicable law. If a beneficial interest in the Restricted Global Note or the Regulation S Global Note is to be transferred after the relevant Resale Restriction Termination Date with respect to such Note, the Registrar shall reflect exchanges on its books and redemptions. Any endorsement records the date and (A) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred and (B) an increase in the principal amount of a Global Note that does not bear the Private Placement Legend or the Regulation S Legend in an amount equal to reflect the principal amount of any increase or decrease the beneficial interest being so transferred, unless definitive notes shall have been issued in accordance with the next paragraph, in which case the beneficial interest to be transferred shall be issued in the form of one or more fully registered definitive Notes in accordance with the terms hereof. The Global Notes may not be transferred except by DTC, in whole and not in part, to another nominee of DTC or to a successor of DTC or its nominee. If at any time DTC notifies the Company that DTC is unwilling to continue as the Depositary for the Global Notes or ceases to be a clearing agency, or if the Company so elects or if there is an Event of Default under the Notes, then the Company shall execute, and the Trustee shall, upon receipt of a Company Order for authentication, authenticate and deliver, definitive Notes in an aggregate principal amount of outstanding Notes represented thereby shall be made by equal to the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner principal amount of the Global Notes in exchange for all purposes whatsoever. Notwithstanding the foregoingsuch Global Notes, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect which DTC will distribute to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Noteparticipants.

Global Notes. Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto). Each Global Note shall will represent such of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptionsredemptions and purchases and cancellations. 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 will be made by the Registrar or the Custodian, at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an 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 a Custodian for DTC, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent Member shall have no rights under this Indenture with respect as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to any time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note held and recorded in the Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on their Rule 144A shall be issued initially in the form of a Global Note 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 a Custodian, for DTC, duly executed by the DepositaryIssuer and authenticated by the Trustee or its Authentication Agent as hereinafter provided. The Depositary aggregate principal amount of the Restricted Global Notes may from time to time be treated increased or decreased by adjustments made by the Issuer, Registrar on Schedule A to each such Restricted Global Note and recorded in the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Notes issued offered and sold to qualified institutional buyers ------------ as defined in global form Rule 144A ("QIBs") in reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including one or more Rule 144A Global Notes in definitive, fully registered form, 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 a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Note Legend thereon Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Depositary or its nominee as hereinafter provided. Notes issued offered and sold in definitive form reliance on Regulation S shall be substantially issued in the form of Exhibit A hereto (but without one or more Regulation S Global Notes in definitive, fully registered form, which shall be deposited on behalf of the Global Note Legend thereon purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, and without the “Schedule of Exchanges of Interests registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"). The aggregate principal amount of the Regulation S Global Note” attached thereto)Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, 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 Registrar 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 2.6 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the CustodianCommon Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryCommon Depositary for Euroclear and Clearstream or under the Global Notes. The Common Depositary may be treated by the IssuerIssuers, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. Initial Notes issued offered and sold in global form reliance on Regulation S under the Securities Act ("Regulation S"), shall be substantially issued initially in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (including the "Regulation S Global Note Legend thereon Note"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York office, as custodian, for the Depositary, and the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"), duly executed by the Company and authenticated by the Trustee 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 hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Initial Notes offered and sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"), 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 Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto ("Rule 144A Global Note"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York office, as applicablecustodian for the Depositary, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Notes represented thereby shall the Rule 144A Global Note may from time to time be increased or decreased by adjustments made by on the Registrar or the Custodian, at the direction records of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes Trustee and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, its nominee as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Notes issued offered and sold in global form reliance on Rule 144A shall be issued initially in the form of one or more Global Notes, substantially in the form of Exhibit Exhibits A and B attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding aggregate principal amount of the Outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, 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 Outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06 204 hereof. The registered Holder Each Global Note (i) shall be registered, in the name of the Depositary designated for such Global Note pursuant to Section 204, or in the name of a Note will be treated as the owner nominee of such Note Depositary, (ii) shall be deposited with the Trustee, as Custodian for all purposes the Depositary, and only registered Holders (iii) shall have rights under this Indenture and the Notes. Members ofbear a legend substantially as follows: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, or participants inTHIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, the OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." Each Depositary (“Agent Members”) and Persons who hold beneficial interests in designated pursuant to Section 204 for a Global Note through an Agent Member shall have no rights must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar Exchange Act and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar other applicable statute or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Noteregulation.

Global Notes. Dollar Notes issued offered and sold to QIBs in global form 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 A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (including the “Restricted Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, 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 Legend thereon 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 the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)Security Register, as hereinafter provided. Dollar Notes issued offered and sold in definitive form 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 A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule Regulation S Dollar Global Note”), which shall be deposited on behalf of Exchanges the purchasers of Interests the Dollar Notes represented thereby with a custodian for DTC, and registered in the Global Note” attached thereto)name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Dollar Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by the Registrar on Schedule A to the Regulation S Dollar Global Note and recorded in the Security Register, as applicable, hereinafter provided. Euro Notes offered and sold to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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-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 Notes, 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 outstanding Notes represented thereby shall 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. Euro Notes offered and sold offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the Custodianform of Exhibit A-2 hereto, at with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the direction “Regulation S Euro Global Note” and, together with the Regulation S Dollar Global Notes, the “Regulation S Global Notes”), which shall be deposited on behalf of the Trusteepurchasers 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 instructions given 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 Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as Registrar on Schedule A to the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Regulation S Euro Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by and recorded in the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Series A Notes issued offered and sold to QIBs in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A hereto (including Notes represented thereby with the Global Note Legend thereon Custodian and the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto)name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Series A Notes issued in definitive form offered and sold to Institutional Accredited Investors shall be substantially issued initially in the form of Exhibit one or more IAI Global Notes, which shall be deposited on behalf of the purchasers of the Series A hereto Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes transferred during the 40-day restricted period (but without as defined in Regulation S) offered and sold in reliance on Regulation S 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 30 38 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 Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" 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 Clearstream 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 Legend thereon (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 without who will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note, all as contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the “Schedule Company. Following the termination of Exchanges of Interests 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” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges exchanges, installment payments, redemptions, repurchases and redemptionstransfers of interests. 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 Registrar 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 registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. The 7-Year Dollar Notes issued and the 10-Year Dollar Notes offered and sold to QIBs in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including the one or more Dollar U.S. Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form Notes, which shall be substantially deposited with the Dollar Depositary on behalf of the purchasers of the Dollar Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of Exhibit A hereto (but without the one or more Dollar International Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such Notes of the outstanding Notes as same series, which shall be specified deposited with the Dollar Depositary on behalf of the purchasers of the Dollar Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. If and when permitted under the Securities Act, one or more Dollar Unrestricted Global Notes shall be issued from time to time in exchange for Dollar Restricted Global Notes of the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the same series representing a corresponding aggregate principal amount of Dollar Notes in accordance with the provisions of this Article II and shall be deposited with the Dollar Depositary on behalf of the Holders of the Dollar Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one Sterling U.S. Global Note, which shall be deposited with the Common Depositary on behalf of the purchasers of Sterling Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one Sterling International Global Note, which shall be deposited with the Common Depositary on behalf of the purchasers of the Sterling Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. If and when permitted under the Securities Act, one or more Sterling Unrestricted Global Notes may be issued from time to time endorsed thereon and that the in exchange for Sterling Restricted Global Notes representing a corresponding aggregate principal amount of outstanding Sterling 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 Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given the provisions of this Article II and shall be deposited with the Common Depositary on behalf of the Holders of the Sterling Notes represented thereby, duly executed by the Holder thereof Company and authenticated by the Trustee as required by hereinafter provided. Except as set forth in Section 2.06 2.07(a) hereof. The registered Holder , the Dollar Global Notes may be transferred, in whole and not in part, only to a successor of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture Dollar Depositary or its nominee and the Notes. Members ofSterling Global Notes may be transferred, or participants inin whole and not in part, only to a successor of the Sterling Depositaries, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notetheir respective nominees.

Global Notes. The Dollar Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including one or more Dollar 144A Global Notes, duly executed by the Global Note Legend thereon Issuer, and authenticated by the “Schedule of Exchanges of Interests Trustee as hereinafter provided. Dollar Notes offered and sold in the Global Note” attached thereto). Notes issued in definitive form reliance on Regulation S shall be substantially issued initially in the form of Exhibit A hereto (but without one or more Dollar Regulation S Temporary Global Notes, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Sterling Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a Sterling 144A Global Note, duly executed by the Issuer, 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 the Sterling Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Regulation S Permanent Global Note Legend thereon that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect by the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by Trustee, the Registrar or the CustodianPrincipal Paying Agent to reflect exchanges, at the direction repurchases, redemptions and transfers of the Trusteeinterests therein, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofterms of this Indenture. The registered Holder terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) Issuer and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the Paying Agentextent any provision of any Note conflicts with the express provisions of this Indenture, the Registrar provisions of this Indenture shall govern and any agent be controlling. Ownership of the foregoing as the absolute owner of interests in the Global Notes for all purposes whatsoeverwill be limited to Participants and Indirect Participants. Notwithstanding Book-Entry Interests in the foregoingGlobal Notes will be shown on, nothing herein shall prevent the Issuerand transfers thereof will be effected only through, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished records maintained in book-entry form by the Depositary or impair, as between the Depositary and its Agent MembersParticipants. The Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the operation of customary practices of such Depositary governing the exercise Global Notes may be transferred, in whole and not in part, only to a nominee or a successor of the rights of a Holder of a beneficial interest in any Global NoteDepositary.

Global Notes. Notes issued offered and sold to QIBs in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the a 144A Global Note” attached thereto), 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 issued offered and sold in definitive form reliance on Regulation S shall be substantially issued initially in the form of Exhibit A hereto 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 (but without 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 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 Note Legend thereon and without Notes may from time to time be increased or decreased by adjustments made on the “Schedule records of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers 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 aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, Trustee in accordance with written instructions given by the Holder thereof as required by Section 2.06 2.07 hereof. The registered Holder provisions of a Note will be treated as the owner "Operating Procedures of such Note for all purposes the Euroclear System" and only registered Holders shall have rights under this Indenture "Terms and Conditions Governing Use of Euroclear" and the Notes. Members of, or participants in, the Depositary (“Agent Members”) "General Terms and Persons who hold beneficial Conditions of Cedel Bank" and "Customer Handbook" of Cedel shall be applicable to interests in a the Regulation S Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note that are held on their behalf by the DepositaryParticipants through Euroclear or Cedel. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing Except as the absolute owner of set forth in Section 2.07(a) hereof the Global Notes for all purposes whatsoever. Notwithstanding the foregoingmay be transferred, nothing herein shall prevent the Issuerin whole and not in part, the Trustee, the Paying Agent, the Registrar or any agent only to a successor of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteBook-Entry Depositary.

Global Notes. The Class A-1 Notes issued and Class A-2 Notes offered and sold by the Class A-1/A-2 Initial Purchaser to QIBs in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including Rule 144A Global Notes, which shall be deposited on behalf of the purchasers of the Class A-1 Notes and Class A-2 Notes represented thereby with the Indenture Trustee, as custodian for the Security Depository, and registered in the name of the Security Depository or a nominee of the Security Depository, duly executed by the Issuers and authenticated by the Indenture Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Note Legend thereon Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee and the “Schedule Security Depository or its nominee as hereinafter provided. The Indenture Trustee shall not be liable for any error or omission by the Security Depository in making such record adjustments and the records of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form Indenture Trustee shall be substantially in controlling with regard to the form Note Principal Balance of Exhibit A hereto (but without the Global Note Legend thereon Class A-1 Notes and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Class A-2 Notes hereunder. Each Global Note shall represent such of the outstanding Outstanding Class A-1 Notes or Class A-2 Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of Outstanding Class A-1 Notes and Class A-2 Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Class A-1 Notes and Class A-2 Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, 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 Outstanding Class A-1 Notes and Class A-2 Notes represented thereby shall be made by the Indenture Trustee, or by the Note Registrar or the Custodian, at the direction of the Indenture Trustee, in accordance with instructions given by the Holder thereof thereof. Except as required by set forth in Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of3.06, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoingmay be transferred, nothing herein shall prevent the Issuerin whole and not in part, the Trustee, the Paying Agent, the Registrar or any agent only to another nominee of the foregoing from giving effect Security Depository or to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise a successor of the rights of a Holder of a beneficial interest in any Global NoteSecurity Depository or its nominee.

Global Notes. The Notes will be issued in global form shall be substantially initially in the form of Exhibit A hereto one or more global securities (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Global Notes”), without interest coupons, registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in name of The Depository Trust Company or such other Clearing Agency as the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note 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 Corporation may from time to time designate or its nominee. Unless and until they are exchanged for Notes in definitive registered form as described below, such Global Notes may be reduced transferred, in whole but not in part, only to the Clearing Agency or increaseda nominee of the Clearing Agency, as applicable, or to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase successor Clearing Agency selected or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made approved by the Registrar Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the CustodianClearing Agency notifies the Corporation that it is unwilling or unable to continue as a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any time ceases to be a clearing agency registered under the direction Exchange Act at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Corporation’s becoming aware of the TrusteeClearing Agency’s ceasing to be so registered, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder (iii) an Event of a Note will be treated as the owner of such Note for all purposes Default has occurred and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture is continuing with respect to any the Notes, or (iv) the Corporation, in its sole discretion, determines that the Global Note held on their behalf by Notes shall be so exchangeable, the Depositary. The Depositary may be treated by Corporation will execute, and, subject to Article II of the IssuerOriginal Indenture, the Trustee, upon receipt of a written order therefor, will authenticate and deliver the Paying AgentNotes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Registrar and any agent principal amount of the foregoing as the absolute owner Global Notes in exchange for such Global Notes. Upon exchange of the Global Notes for all purposes whatsoever. Notwithstanding the foregoingsuch Notes in definitive registered form without coupons, nothing herein shall prevent the Issuerin authorized denominations, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished Global Notes shall be cancelled by the Depositary Trustee. Such Notes in definitive registered form issued in exchange for the Global Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or impairindirect participants or otherwise, as between shall instruct the Depositary and its Agent Members, Trustee. The Trustee shall deliver such Notes to the operation of customary practices of Clearing Agency for delivery to the Persons in whose names such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteNotes are so registered.

Global Notes. (i) Subject to subsection (e) of this Section 3.01, the Notes shall initially be issued in global form shall be substantially as global Notes (any such Notes in global form, "Global Notes") and the form of Exhibit A hereto (including depositary for the Global Note Legend thereon and Notes shall initially be The Depository Trust Company ("DTC"); provided that the “Schedule of Exchanges of Interests in Company reserves the right to provide for another depositary, registered as a clearing agency under the Exchange Act, to act as Depositary for the Global Note” attached theretoNotes (DTC, and any such successor depositary, the "Depositary"). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). ii) Each Global Note issued hereunder shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges exchanges, transfers 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 Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof of such Global Note as required by Section 2.06 3.02 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner 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, as the case may be, in connection with transfers of interest as provided herein. (iii) The Company and the Trustee shall be entitled to deal with the Depositary for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certificationIndenture (including the payment of principal of and interest on the Global Notes and receiving approvals, proxy votes or other authorization furnished by consents) as the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise sole Holder of the rights of a Holder Global Notes and shall have no obligation to the owners of a beneficial interest in such Global Notes. (iv) The rights of the owners of beneficial interests in Global Notes shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or Participants (as hereinafter defined), and it shall be the responsibility of the Depositary to transmit payments of principal of and interest on the Global Notes to such Participants; provided, however, that solely for the purposes of determining whether the Holders of the requisite amount of Notes have voted on any matter provided for in the Indenture, the Trustee, with respect to the Global Note.Notes, may conclusively rely on, and shall be protected in relying on, any written instrument (including a proxy) delivered to the Trustee by the Depositary setting forth the beneficial owners' votes or assigning the right to vote on any matter to any other Persons either in whole or in part; and the Depositary will also make book-entry transfers among the Participants in accordance with its Applicable Procedures. (b)

Global Notes. (i) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Upon the issuance of a Regulation S Global Note or a Rule 144A Global Note, (collectively, the “Global Notes” and each, a “Global Note”), the Depositary or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary (with respect to Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, 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 Registrar or Trustee or, if the CustodianNotes Custodian and the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder 2.07 of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under Section 2.2 of this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteAppendix.

Global Notes. Notes issued offered and sold in global form shall be substantially reliance on Rule 144A to QIBs who elect to take delivery thereof in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Book-Entry Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially issued initially in the form of Exhibit A hereto (but without a 144A Global Note, which shall be deposited on behalf of the Global Note Legend thereon purchasers of the Notes represented thereby pursuant to the Deposit Agreement, duly executed by the Issuer and without the “Schedule of Exchanges of Interests Guarantor, and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S to purchasers who elect to take delivery thereof in the form of Book-Entry Interests shall be issued initially in the form of the Regulation S Global Note” attached thereto), which shall be deposited pursuant to the Deposit Agreement, duly executed by the Issuer and the Guarantor, and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges exchanges, repurchases and redemptions. Any endorsement transfers 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 Registrar or the Custodianinterests therein, at the direction of the Trusteeand conversions thereof, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofterms of this Indenture. The registered Holder Ownership of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoeverwill be limited to persons that have accounts with DTC, including Euroclear and Clearstream Banking, or Indirect Participants. Notwithstanding Book-Entry Interests in the foregoingGlobal Notes will be shown on, nothing herein and transfers thereof will be effected only through, records maintained in book-entry form by DTC and its Participants. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream Banking shall prevent the Issuerbe applicable to interests in Global Notes held by Indirect Participants through Euroclear and Clearstream Banking. Except as set forth in Section 2.7(a) hereof, the TrusteeGlobal Notes may be transferred, the Paying Agentin whole and not in part, the Registrar or any agent only to a successor of the foregoing from giving effect to any written certification, proxy or other authorization furnished by Book-Entry Depositary in accordance with the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteDeposit Agreement.

Global Notes. The Notes issued 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 global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including Rule 144A Global Notes, 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 Securities Depository or a nominee of the Securities Depository, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. The Outstanding Note Balance of the Rule 144A Global Note Legend thereon Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee and the “Schedule 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 Exchanges the Indenture Trustee shall be controlling with regard to outstanding principal amount of Interests in the Global Note” attached thereto)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 definitive form shall be substantially in the form of Exhibit A hereto 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 for the Securities Depository, and registered in the name of the Securities Depository or the nominee of the Securities Depository for the investors' respective accounts at Euroclear Bank S.A./N.V. as operator of the Euroclear System (but without "Euroclear") or Clearstream Banking société anonyme ("Clearstream"), duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. Beneficial interests in the Regulation S Temporary Global Notes may be held only through Euroclear or Clearstream. Within a reasonable period of time following the expiration of the "40-day distribution compliance period" (as defined in Regulation S), beneficial interests in the Regulation S Temporary Global Note Legend thereon shall be exchanged for beneficial interests in Regulation S Permanent Global Notes upon the receipt by the Indenture Trustee of (i) a written certificate from the Securities Depository, together with copies of certificates from Euroclear and without Clearstream, certifying that they have received certification of non-United States beneficial ownership of 100% of the “Schedule Outstanding Note Balance of Exchanges the Regulation S Temporary Global Note (except to the extent of Interests any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.08(a)(ii)), and (ii) an Officer's Certificate from the Issuer. The Regulation S Permanent Global Notes will be deposited with the Indenture Trustee, as custodian, and registered in the name of a nominee of the Securities Depository. Simultaneously with the authentication of the Regulation S Permanent Global Notes, the Indenture Trustee shall cancel the Regulation S Temporary Global Note” attached thereto). The Outstanding Note Balance of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee and the Securities Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The Indenture Trustee shall incur no liability for any error or omission of the Securities Depository in making such record adjustments and the records of the Indenture Trustee shall be controlling with regard to outstanding principal amount of Regulation S Global Notes hereunder. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges and redemptionsprepayments. 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 Indenture Trustee, or by the Note Registrar or the Custodian, at the direction of the Indenture Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof2.08. The registered Holder provisions of a Note will be treated as the owner "Operating Procedures of such Note for all purposes the Euroclear System" and only registered Holders shall have rights under this Indenture "Terms and Conditions Governing Use of Euroclear" and the Notes. Members "Management Regulations" and "Instructions to Participants" of Clearstream shall be applicable to interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by the members of, or participants in, the Depositary Securities Depository (“"Agent Members”") and Persons who hold beneficial interests through Euroclear or Clearstream. Except as set forth in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the IssuerSection 2.08, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoingmay be transferred, nothing herein shall prevent the Issuerin whole and not in part, the Trustee, the Paying Agent, the Registrar or any agent only to another nominee of the foregoing from giving effect Securities Depository or to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise a successor of the rights of a Holder of a beneficial interest in any Global NoteSecurities Depository or its nominee.

Global Notes. Notes issued offered and sold to QIBs in global form reliance on Rule 144A as provided in the Purchase Agreement 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 Depositary, and registered in the name of the Depositary or its nominee, as the case may be, 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 offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes, with such applicable legends as are provided in Exhibit A hereto (including the “Temporary Regulation S Global Note”). Each Temporary Regulation S Global Note Legend thereon and the “Schedule of Exchanges of Interests shall be registered in the name of the Depositary or its nominee, as the case may be, and deposited on behalf of the purchasers of the Notes represented thereby with the Depositary or its nominee, as the case may be, 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, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at the Depositary of the depositaries of Euroclear and Clearstream, for the credit to the respective accounts of owners of beneficial interests in such Temporary Regulation S Global Note” attached thereto). Notes issued The aggregate principal amount of the Temporary Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Temporary Regulation S Global Note and recorded in definitive form the Security Register, as hereinafter provided. On or after the termination of the Restricted Period, beneficial interests in the Temporary Regulation S Global Note shall be exchangeable (in accordance with the requirements set forth in Section 2.06(b)) for an equal amount of beneficial interests in a corresponding unrestricted Global Note substantially in the form of Exhibit A hereto hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (but without the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, 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, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at the Depositary of the depositaries of Euroclear and for Clearstream, for credit to the respective accounts of owners of beneficial interests in such Regulation S Global Note. Once all interests in the Temporary Regulation S Global Note Legend thereon and without the “Schedule of Exchanges of Interests have been exchanged for interests in the Regulation S Global Note” attached thereto). Each , the Trustee shall cancel the Temporary Regulation S Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up if requested to the do so upon a Issuer Order. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased 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 decreased by adjustments made by the Registrar or on Schedule A to the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Regulation S Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by and recorded in the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Notes issued offered and sold to QIBs in global form 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 attached hereto, with such applicable legends as are provided in Exhibit A attached hereto, except as otherwise permitted herein (including each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with (a) in the case of the USD Notes, a custodian for DTC, and registered in the name of DTC or its nominee and (b) in the case of the Euro Notes, a common depositary of Euroclear and Clearstream and registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream, in each case duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of each Restricted Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to such Restricted Global Note and the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)Security Register, as hereinafter provided. Notes issued offered and sold in definitive form 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 attached hereto, with such applicable legends as are provided in Exhibit A attached hereto, except as otherwise permitted herein (but without each, a “Regulation S Global Note”), which shall be deposited on behalf of the Global Note Legend thereon and without purchasers of the “Schedule of Exchanges of Interests Notes represented thereby with (a) in the Global Note” attached thereto). Each Global Note shall represent such case of the outstanding Notes as shall be specified USD Notes, a custodian for DTC, and registered in the “Schedule name of Exchanges of Interests DTC or its nominee and (b) in the Global Note” attached thereto case of the Euro Notes, a common depositary of Euroclear and Clearstream and registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream, in each shall provide that it shall represent up to case duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby each Regulation S Global Note may from time to time be reduced increased 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 decreased by adjustments made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of on Schedule A to such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Regulation S Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by and recorded in the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairSecurity Register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. The Notes issued are being offered and sold by the Issuers pursuant to the Purchase Agreement. Notes offered and sold to Qualified Institutional Buyers ("QIBS") in global form reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in the Purchase Agreement, shall be substantially issued initially in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (including "RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of the Global Note Legend thereon purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee 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 hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Rule 144A Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes transferred in reliance on Regulation S under the Securities Act ("REGULATION S"), as applicableprovided in Section 2.06(a)(ii) hereof, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease shall be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (the "REGULATION S GLOBAL NOTE"), which shall be deposited on behalf of the transferee 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 Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear Bank S.A./N.V., as operator of the Euroclear system ("EUROCLEAR") or Clearstream Banking, societe anonyme ("CLEARSTREAM"), duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Notes represented thereby shall the Regulation S Global Note may from time to time be increased or decreased by adjustments made by on the Registrar or the Custodian, at the direction records of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes Trustee and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, its nominee as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. Floating Rate Notes issued in global form shall will be substantially in the form of Exhibit A Exhibits A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the 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 shall will be substantially in the form of Exhibit A A1 and Exhibit B1, respectively, hereto (but 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 shall and each Fixed Rate Global Note will represent such of the outstanding Floating Rate Notes and Fixed Rate Notes, respectively, as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges and redemptions. Any endorsement of a Floating Rate Global Note or a Fixed Rate Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Floating Rate Notes or Fixed Rate Notes, respectively, represented thereby shall will be made by the Registrar Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. Rule 144A Notes issued in global form shall be substantially issued initially in the form of Exhibit A hereto one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (including the Global Note Legend thereon and collectively, the “Schedule of Exchanges of Interests in the Rule 144A Global Note” attached thereto). ”) and Regulation S Notes issued in definitive form shall be substantially issued initially in the form of Exhibit A hereto one or more global Notes, numbered RS-1 upward (but collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Note Notes Legend thereon 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 Custodian or a nominee of the Custodian, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “Schedule of Exchanges of Interests IAI Global Note”) may also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Custodian or a nominee of the Custodian, 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. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” attached thereto). and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the 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 Registrar Paying Agent or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by the Holder holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”Section 2.2(c) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under of this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.Appendix A.

Global Notes. Notes issued offered and sold to qualified institutional buyers as defined in global form Rule 144A ("QIBs") in reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto Rule 144A Global Notes (including the "U.S. Global Note Legend thereon Notes"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary at its New York office (or with the Trustee as custodian for the Notes), and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Depositary or its nominee as hereinafter provided. Notes issued offered and sold in definitive form reliance on Regulation D to Institutional Accredited Investors under the Securities Act shall be substantially issued in the form of Institutional Accredited Investor Global Notes (the "IAI Global Notes") and shall be in the form of Note attached hereto as Exhibit A hereto A-1, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary at its New York office (but without or with the Trustee as custodian for the Notes), and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the IAI Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, 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 the Euroclear System ("Euroclear") or CEDEL, S.A. ("Cedel Bank"), duly executed by the Company and The aggregate principal amount of the Regulation S Temporary Global Note Legend thereon and without the “Schedule Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of Exchanges the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of Interests in the Global Note” attached thereto)interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, 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 Registrar Trustee or the CustodianNote Custodian (as hereinafter defined), at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. Notes issued offered and sold to QIBs in global form reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered from substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto)name of Cede & Co. as nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Trustee, as custodian for DTC. Such Note or Notes issued in definitive form shall be referred to herein as the "RESTRICTED GLOBAL NOTE." Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form substantially in the form of Exhibit A hereto in the name of Cede & Co. as nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Trustee, as custodian for DTC. Such Note or Notes shall be referred to herein as the "REGULATION S GLOBAL NOTE." Unrestricted Global Notes shall be issued initially in accordance with Sections 2.06(b) (but without iv), 2.06(c) (ii) and 2.06(e) in the name of Cede & Co. as nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each of the Global Note Legend thereon and without Notes may from time to time be increased or decreased by adjustments made on the “Schedule records of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers 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 aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Upon the issuance of the Global Note to DTC, DTC shall credit, on its internal book-entry registration and transfer system, its Participant's accounts with the respective interests owned by such Participants. Interests in the Global Notes shall be limited to Participants, including Euroclear and Cedel, and indirect participants. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders Participants shall not have any rights either under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a under any Global Note through an Agent Member shall have no rights under this Indenture with respect to any such Global Note held on their behalf by the Depositary. The Depositary DTC, and DTC may be treated by the IssuerCompany, the Trustee, the Paying Agent, the Registrar Trustee and any agent of the foregoing Company or the Trustee as the absolute owner of such Global Note for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest and Additional Interest, if any, on the Global Notes and for all purposes whatsoeverother purposes. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee, the Paying Agent, the Registrar Trustee or any agent of the foregoing Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary DTC or impair, as between the Depositary DTC and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.Participants,

Global Notes. The Senior Euro Notes issued offered and sold to QIBs in global form 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 A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (including the “Rule 144A Euro Global Note”), which shall be deposited on behalf of the purchasers of the Senior 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 Rule 144A Euro Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Euro Global Note and the “Schedule of Exchanges of Interests recorded in the Global Note” attached thereto)security register, as hereinafter provided. The Senior Euro Notes issued offered and sold in definitive form 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 A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule Regulation S Euro Global Note”), which shall be deposited on behalf of Exchanges the purchasers of Interests the Senior Euro Notes represented thereby with a Common Depositary, and registered in the Global Note” attached thereto). Each Global Note shall represent such name of the outstanding Notes Common Depositary or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) 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 hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Euro Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by the Registrar on Schedule A to the Regulation S Euro Global Note and recorded in the security register, as applicable, hereinafter provided. The Senior Dollar Notes offered and sold to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Rule 144A Dollar Global Note” and, together with the Rule 144A Euro Global Notes, the “Rule 144A Global Notes”), which shall be deposited on behalf of the purchasers of the Senior Dollar Notes represented thereby with a custodian for DTC, and registered in the name Cede & Co., 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 outstanding Notes represented thereby shall the Rule 144A Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Dollar Global Note and recorded in the security register, as hereinafter provided. The Senior Dollar Notes offered and sold offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the Custodianform of Exhibit A-2 hereto, at with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the direction “Regulation S Dollar Global Note” and, together with the Regulation S Euro Global Notes, the “Regulation S Global Notes”), which shall be deposited on behalf of the Trusteepurchasers of the Senior Dollar Notes represented thereby with a custodian for DTC, and registered in the name Cede & Co., duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with instructions given 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 Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as Registrar on Schedule A to the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Regulation S Dollar Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by and recorded in the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairsecurity register, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Notehereinafter provided.

Global Notes. The Dollar Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the a Dollar 144A Global Note” attached thereto), duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes issued offered and sold in definitive form reliance on Regulation S shall be substantially issued initially in the form of Exhibit A hereto (but without the Dollar Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Sterling Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a Sterling 144A Global Note, duly executed by the Issuer, 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 the Sterling Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Regulation S Permanent Global Note Legend thereon that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to 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 applicableappropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect by the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by Trustee, the Registrar or the CustodianPrincipal Paying Agent to reflect exchanges, at the direction repurchases, redemptions and transfers of the Trusteeinterests therein, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofterms of this Indenture. The registered Holder terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) Issuer and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the Paying Agentextent any provision of any Note conflicts with the express provisions of this Indenture, the Registrar provisions of this Indenture shall govern and any agent be controlling. Ownership of the foregoing as the absolute owner of interests in the Global Notes for all purposes whatsoeverwill be limited to Participants and Indirect Participants. Notwithstanding Book-Entry Interests in the foregoingGlobal Notes will be shown on, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.transfers