Common use of Form and Dating Clause in Contracts

Form and Dating. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A (“Rule 144A Notes”) under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions or in reliance on Regulation S (“Regulation S Notes”) under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among othersin each case as provided in a Purchase Agreement, QIBs and purchasers Private Exchange Notes, as provided in reliance on Regulation Sa Registration Rights Agreement, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes Notes legend and the applicable restricted notes Notes legend set forth in Exhibit 11 hereto (each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian Trustee, as custodian for the Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Issuers and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictionshereinafter provided. Beneficial interests in a Restricted Global Note representing Initial Notes sold in reliance on either Rule 144A Global Note or Regulation S may be transferred to a Person who takes delivery held through Euroclear or Clearstream, as indirect participants in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”Depository. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Exchange Notes shall be issued in global form (with the global Notes legend set forth in Exhibit 1 hereto) or in certificated form as provided in Section 2.4 of this Appendix. Exchange Notes issued in global form and Restricted Global Notes are sometimes referred to in this Appendix as “Global Notes”.

Form and Dating. The Initial Notes will be offered and sold by the Issuer Issuers pursuant to a Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); Initial Notes subsequently resold to IAIs shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Issuers and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the a Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, an IAI Global Note, a permanent global note security (the a “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the an IAI Global Note or a Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive an IAI Global Note, certification that the interest in compliance with the requirements Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the securities for its own account or for the account of Section 2.4(a) hereofan institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Beneficial interests in Regulation S Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit B to this Indenture) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000 (or, if less than $250,000, that furnishes an opinion of counsel acceptable to the Issuers that such transfer is in compliance with the Securities Act), for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to set forth on the Issuer and reverse of the TrusteeNote) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global NoteNotes, the IAI Global Notes, the Temporary Regulation S Global Note Notes and the Permanent Regulation S Global Note Notes are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer Company pursuant to a the Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) Note or any other Note global note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note any other global note only (i) upon certification in form reasonably satisfactory to the Issuer Trustee and the Trustee Company that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form reasonably satisfactory to the Issuer Trustee and the TrusteeCompany) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form reasonably satisfactory to the Issuer Company and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, Note and the Temporary Regulation S Global Note and the Permanent Regulation S Global Note any Exchange Notes in global form are collectively referred to herein as the “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, in each case, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); ) and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1A hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note (x) will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”” and, and together with the Temporary Regulation S Global NoteNotes, the “Regulation S Global NoteNotes”) ), or any other Note prior to the expiration of the Distribution Compliance Period and then, (y) after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in a Temporary Regulation S Global Notes Note may be exchanged for interests in a Rule 144A Global Notes Note if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A 144A, and (2) the transferor of the beneficial interest in the such Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the such Temporary Regulation S Global Note is being transferred (a) to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) to a Person who is purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee and the Notes Custodian as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A (“Rule 144A Notes”) under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions or in reliance on Regulation S (“Regulation S Notes”) under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among othersin each case as provided in a Purchase Agreement, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes Notes legend and the applicable restricted notes Restricted Notes legend set forth in Exhibit 11 hereto (each, unless and until becoming an Unrestricted Initial Note in accordance with Section 2.3(b)(ii) below, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian Trustee, as custodian for the Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Issuers and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictionshereinafter provided. Beneficial interests in a Restricted Global Note representing Initial Notes sold in reliance on either Rule 144A Global Note or Regulation S may be transferred to a Person who takes delivery held through Euroclear or Clearstream, as indirect participants in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”Depository. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Exchange Notes shall be issued in global form (with the global Notes legend set forth in Exhibit 1 hereto) or in certificated form as provided in Section 2.4 of this Appendix. Exchange Notes issued in global form, Unrestricted Initial Notes issued in global form and Restricted Global Notes are sometimes referred to in this Appendix as “Global Notes.”

Form and Dating. The Notes Initial Securities will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes Initial Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “Rule 144A Global NoteSecurity”); ) and Notes Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global NoteSecurity”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes Initial Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global NoteSecurity, a permanent global note security (the “Permanent Regulation S Global NoteSecurity”, and together with the Temporary Regulation S Global NoteSecurity, the “Regulation S Global NoteSecurity”) or any other Note Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Security or the Permanent Regulation S Global Note or a Definitive Note Security only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes Securities may be exchanged for interests in Rule 144A Global Notes Securities if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Security first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note Security is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to the Issuer and the Trusteeprovided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global NoteSecurity, the Temporary Regulation S Global Note Security and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global NotesSecurities”. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes Initial Securities will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes Initial Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“"Rule 144A”") and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“"Regulation S”"). Notes Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “"Rule 144A Global Note”); Security") and Notes Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in definitive, fully registered form (collectively, the “"Temporary Regulation S Global Note”Security"), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes Initial Securities represented thereby with the Notes Custodian Securities Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial Beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global NoteSecurity, a permanent global note security (the “"Permanent Regulation S Global Note”Security"), and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note Security without a legend containing restrictions on transfer of such Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note then only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global NoteSecurity, the Temporary Regulation S Global Note Security and the Permanent Regulation S Global Note Security are collectively referred to herein as “"Global Notes”Securities". The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will shall be offered and sold by the Issuer pursuant to a the Purchase Agreement. The Notes will shall be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary permanent global notes in definitive, fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form reasonably satisfactory to the Issuer Trustee and the TrusteeIssuer) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form reasonably satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as the “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer Issuers pursuant to a the Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); Initial Notes initially resold to IAIs shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Issuers and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a the Rule 144A Global Note, the IAI Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive an IAI Global Note, certification that the interest in compliance with the requirements Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the notes for its own account or for the account of Section 2.4(a) hereofan institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes (after the expiration of the Distribution Compliance Period) or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable notes laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Notes (after the expiration of the Distribution Compliance Period) and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the notes in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional investor acquiring the notes for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the notes of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to the Issuer and the Trusteeprovided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the IAI Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will shall be offered and sold by the Issuer Company pursuant to a the Purchase Agreement. The Initial Notes will shall be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary permanent global notes Notes in definitive, fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend Global Notes Legend and the applicable restricted notes legend Restricted Notes Legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and upon receipt of a Company Order authenticated by the Trustee as provided in this Indenture. Except as At the request of the Trustee, one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Note”), in each case without interest coupons and with the Global Notes Legend and the applicable Restricted Notes Legend set forth in Exhibit 1 hereto shall also be issued, deposited with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and upon receipt of a Company Order authenticated by the Trustee as provided in this Section 2.1(a), Indenture to accommodate transfers of beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior Notes to IAIs subsequent to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereofinitial distribution. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S IAI Global Note are collectively referred to herein as “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”)Notes, in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, 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 DepositoryDepositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial Beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent a Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to the Issuer and the Trusteeprovided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee Depositary as hereinafter provided.

Form and Dating. The Initial Notes will shall be offered and sold by the Issuer pursuant to a the Purchase Agreement. The Initial Notes will shall be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); Initial Notes initially resold to IAIs shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will shall not be exchangeable for interests in a the Rule 144A Global Note, the IAI Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive an IAI Global Note, certification that the interest in compliance with the requirements Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the Notes for its own account or for the account of Section 2.4(a) hereofan institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes (after the expiration of the Distribution Compliance Period) or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Notes (after the expiration of the Distribution Compliance Period) and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the Notes in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional investor acquiring the Notes for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Notes of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to the Issuer and the Trusteeprovided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the IAI Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will shall be offered and sold by the Issuer pursuant to a the Purchase Agreement. The Initial Notes will shall be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold by the Initial Purchasers pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in fully registered form Global Notes (collectively, the “Rule 144A Global Note”); Notes (other than Initial Notes) initially resold to IAIs shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Notes”); and Notes initially resold by the Initial Purchasers pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form Global Notes (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend applicable Private Placement Legend and the applicable restricted notes Global Notes legend set forth in Exhibit 1-A hereto, which shall be deposited on behalf of the purchasers Purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the DepositoryDepository or a nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except Each Global Note shall represent such of the outstanding Notes as set forth in this Section 2.1(a), beneficial ownership interests shall be specified in the Temporary Regulation S Global Note will not be exchangeable for interests “Schedule of Exchanges of Interests in a Rule 144A the Global Note, a permanent global note (the “Permanent Regulation S Global Note”” attached thereto, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior each shall provide that it shall represent up to the expiration aggregate principal amount of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory outstanding Notes from time to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”time endorsed thereon. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes Securities will be offered and sold by the Issuer Company pursuant to a the Purchase Agreement. The Notes Securities will be initially resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “Rule 144A Global NoteSecurity”); ) and Notes Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global NoteSecurity”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 1A hereto, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with the Notes Securities Custodian and registered in the name of the DepositoryDepositary or a nominee of the Depositary, duly executed by the Issuer Company and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a)2.03, beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global NoteSecurity, a permanent global note security (the “Permanent Regulation S Global NoteSecurity”, and together with the Temporary Regulation S Global NoteSecurity, the “Regulation S Global NoteSecurity”) or any other Note Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Security or the Permanent Regulation S Global Note or a Definitive Note Security only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes Securities may be exchanged for interests in Rule 144A Global Notes Securities if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Security first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note Security is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to set forth on the Issuer and reverse side of the TrusteeSecurity) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global NoteSecurity, the Temporary Regulation S Global Note Security and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global NotesSecurities”. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided.

Form and Dating. The Notes Securities will be offered and sold by the Issuer Company pursuant to a the Purchase Agreement. The Notes Securities will be initially resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “Rule 144A Global NoteSecurity”); ) and Notes Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary permanent global notes Securities in definitive, fully registered form (collectively, the “Temporary Regulation S Global NoteSecurity”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 1A hereto, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with the Notes Securities Custodian and registered in the name of the DepositoryDepositary or a nominee of the Depositary, duly executed by the Issuer Company and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a)2.03, beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (Security or any other Security prior to the “Permanent expiration of the Distribution Compliance Period. Beneficial interests in Regulation S Global Note”, and together with the Temporary Regulation S Securities may be exchanged for interests in Rule 144A Global Note, the “Regulation S Global Note”) or any other Note Securities prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Security first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note Security is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to set forth on the Issuer and reverse side of the TrusteeSecurity) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, Security and the Temporary Regulation S Global Note and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global NotesSecurities”. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, in each case, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); ) and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1A hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note (x) will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”” and, and together with the Temporary Regulation S Global NoteNotes, the “Regulation S Global NoteNotes”) ), or any other Note prior to the expiration of the Distribution Compliance Period and then, (y) after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A 144A, and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests interest in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided n the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee and the Notes Custodian as hereinafter provided.

Form and Dating. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A (“Rule 144A Notes”) under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions or in reliance on Regulation S (“Regulation S Notes” and, together with Rule 144A Notes, “Restricted Notes”) under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among othersin each case as provided in a Purchase Agreement, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes Global Notes legend and the applicable restricted notes Notes legend set forth in Exhibit 11 hereto (each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Issuers and authenticated authenticated, upon receipt of a Company Order by the Trustee as provided hereinafter provided. Beneficial interests in this Indenturea Restricted Global Note representing Notes sold in reliance on either Rule 144A or Regulation S may be held through Euroclear or Clearstream, as indirect participants in the Depository. Except as Notes that are not required to bear the restricted Notes legend set forth in this Section 2.1(a), beneficial ownership interests Exhibit 1 hereto (“Unrestricted Notes”) shall be issued in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together form with the Temporary Regulation S Global NoteNotes legend set forth in Exhibit 1 hereto (each, the an “Regulation S Unrestricted Global Note”) or any other Note prior to the expiration in certificated form as provided in Section 2.4 of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”this Appendix. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Restricted Global Notes and Unrestricted Global Notes are sometimes referred to herein as “Global Notes.”

Form and Dating. The Notes Initial Securities will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes Initial Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “Rule 144A Global NoteSecurity”); ) and Notes Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Temporary Global NoteSecurity”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 1A hereto, which shall be deposited on behalf of the purchasers of the Notes Initial Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except During the Restricted Period, beneficial interests in the Regulation S Temporary Global Security may be held only through Euroclear and Clearstream, and, except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) Security or any other Note Security prior to the expiration of the Distribution Compliance Restricted Period and then, after the expiration of the Distribution Compliance Restricted Period, may be exchanged for interests in a Rule 144A Global Note, Security only upon delivery to the Permanent Regulation S Global Note or a Definitive Note only (i) upon Registrar and the Issuer of the certification in the form reasonably satisfactory to the Issuer and the Trustee provided for in Exhibits C or D, as applicable, that beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act. Within a reasonable time period after the expiration of the Restricted Period, and the Regulation S Temporary Global Security will be exchanged for one or more permanent Securities in registered, global form without interest coupons (ii) in collectively, the case of an exchange for a Definitive Note“Regulation S Permanent Global Security” and, in compliance together with the requirements Regulation S Temporary Global Security, the “Regulation S Global Security”) pursuant to the procedures of Section 2.4(a) hereofthe Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. Prior to the expiration of the Restricted Period, Beneficial interests in Temporary Regulation S Global Notes Securities may be transferred or exchanged for interests in Rule 144A Global Notes Securities only if (1) such exchange occurs in connection with a transfer of the Notes in compliance with pursuant to Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Securities first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest provided for in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIBExhibit C or D, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictionsas applicable. Beneficial interests in a Rule 144A Global Note Securities may be transferred to a Person who takes delivery or exchanged for interests in the form of an interest in a Regulation S Global NoteSecurities, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made provided for in accordance with Rule 903 Exhibit C or 904 of Regulation S. D, as applicable. The Rule 144A Global Note, Security and the Temporary Regulation S Global Note and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global NotesSecurities”. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, in each case, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); ) and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1A hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note (x) will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”” and, and together with the Temporary Regulation S Global NoteNotes, the “Regulation S Global NoteNotes”) ), or any other Note prior to the expiration of the Distribution Compliance Period and then, (y) after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in a Temporary Regulation S Global Notes Note may be exchanged for interests in a Rule 144A Global Notes Note if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A 144A, and (2) the transferor of the beneficial interest in the such Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the such Temporary Regulation S Global Note is being transferred (a) to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) to a Person who is purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests interest in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee and the Notes Custodian as hereinafter provided.

Form and Dating. The Notes Initial Securities will be offered and sold by the Issuer pursuant Company to a Purchase Agreementthe Initial Purchasers. The Notes Initial Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes Initial Securities may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “Rule 144A Global NoteSecurity”); ) and Notes Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global NoteSecurity”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 1A to the Indenture, which shall be deposited on behalf of the purchasers of the Notes Initial Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this the Indenture. Except as At such time Securities are transferred to one or more IAIs, one or more global securities in fully registered form (collectively, the “IAI Global Security”) without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in this Section 2.1(a)Exhibit A to the Indenture shall also be issued and deposited with the Securities 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 ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior Initial Securities to IAIs subsequent to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereofinitial distribution. Beneficial interests in Temporary Regulation S Global Notes Securities or IAI Global Securities may be exchanged for interests in Rule 144A Global Notes Securities if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Security (if such transfer is during the Distribution Compliance Period) or the IAI Global Security, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note Security or the IAI Global Security, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Regulation S Global Securities and Rule 144A Global Securities may be exchanged for an interest in IAI Global Securities if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Security or Rule 144A Global Security, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit C to the Indenture) to the effect that (A) the Regulation S Global Security or Rule 144A Global Security, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note Security or an IAI Global Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global NoteSecurity, the Temporary IAI Global Security and the Regulation S Global Note and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global NotesSecurities”. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by nonNon-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Note, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to the Issuer and the Trusteeprovided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). S. Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); ) and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1A hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”” and, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the a Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in the form reasonably satisfactory to set forth on the Issuer and reverse side of the Trustee Note that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests Interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a the form satisfactory to set forth on the Issuer and reverse side of the TrusteeNote) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests Interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to set forth on the Issuer and reverse side of the TrusteeNote) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. (a) The Initial Notes will be are being offered and sold by the Issuer Company to the Initial Purchasers pursuant to a the Purchase Agreement. The Initial Notes will shall be resold initially by the Initial Purchasers only to (iA) Persons reasonably believed to be QIBs qualified institutional buyers (as defined in reliance on Rule 144A under the Securities Act (“Rule 144A”)) in reliance on Rule 144A (“QIBs”) and (iiB) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). ) in reliance on Regulation S. The Initial Notes may thereafter be transferred to, among others, QIBs and other purchasers in reliance on Rule 144A, Regulation S, subject to S or another exemption under the restrictions on transfer set forth Securities Act in accordance with the procedures described herein. The Initial Notes initially resold pursuant shall be dated the date of their authentication. Initial Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (each, a “Rule 144A Note” and collectively, the “Rule 144A Notes”) shall be issued initially on the Issue Date in the form of one or more a permanent global notes Note, without interest coupons, substantially in fully registered the form of Exhibit A, which is incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and deposited with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1Trustee, 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 Depositoryas custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenturehereinafter provided. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a The Rule 144A Global Note may be transferred represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”single certificate. The aggregate principal amount of the Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Trustee, as custodian for DTC or its nominee nominee, as hereinafter provided. Initial Notes offered and sold outside the United States of America (each, a “Regulation S Note” and, collectively, the “Regulation S Notes”) in reliance on Regulation S shall be issued on the Issue Date in the form of a permanent global Note, without interest coupons, substantially in the form set forth in Exhibit A, which is incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the “Regulation S Global Note”) deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. 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 the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Notes exchanged for interests in a Rule 144A Note and a Regulation S Note shall be issued in the form of a permanent global Note, without interest coupons, substantially in the form of Exhibit B hereto, which is incorporated by reference and made a part of this Indenture, including the appropriate legend as set forth in Section 2.1(c) (the “Exchange Global Note”) deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Exchange Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. The Rule 144A Global Note, the Regulation S Global Note and the Exchange Global Note are sometimes collectively herein referred to as the “Global Notes.” The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) upon written request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained and specified by the payee. Payments in respect of Notes represented by a Global Note (including principal (and premium, if any) and interest) shall be made by wire transfer of immediately available funds to the accounts specified by DTC.

Form and Dating. The Initial Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) (“Rule 144A Global Notes”) shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form, and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions Notes offered and sold in reliance on Regulation S under the Securities Act (“Regulation S”) shall be issued initially in the form of one or more temporary Global Notes in fully registered form (“Temporary Regulation S Global Notes”), in each case, without interest coupons and with the Global Notes legend set forth in Exhibit A and the Transfer Restricted Notes legend set forth in Section 2.2(d) hereof (each security, unless and until becoming an Unrestricted Note, a “Restricted Global Note”), which shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, as custodian for the Depositary (or with such other custodian as the Depositary may direct), 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. Additional Notes may thereafter be transferred to, among others, offered and sold to QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); Notes, and Additional Notes initially resold pursuant to offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”)Notes or Permanent Regulation S Global Notes, in each case case, without interest coupons and with the global notes legend and the applicable restricted notes Global Notes legend set forth in Exhibit 1A and the Transfer Restricted Notes legend set forth in Section 2.2(d) hereof, which shall be deposited on behalf of the purchasers holders of the Notes represented thereby with the Notes Custodian Trustee, as custodian for the Depositary (or with such other custodian as the Depositary may direct), and registered in the name of the DepositoryDepositary or a nominee of the Depositary, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes Initial Securities will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes Initial Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“"Rule 144A”") and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“"Regulation S”"). Notes Initial Securities may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “"Rule 144A Global Note”Security"); and Notes Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary permanent global notes Securities in definitive, fully registered form (collectively, the “Temporary "Regulation S Global Note”Security"); and Initial Securities to be resold to IAIs shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the "IAI Global Security"), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes Initial Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial Beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a Rule 144A Global NoteSecurity, an IAI Global Security or a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, Definitive Security only after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes Securities or IAI Global Securities may be exchanged for interests in Rule 144A Global Notes Securities if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Security or the IAI Global Security, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note Security or the IAI Global Security, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Regulation S Global Securities and Rule 144A Global Securities may be exchanged for an interest in IAI Global Securities if (1) such exchange occurs in connection with a transfer of the Securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Security or Rule 144A Global Security, as applicable, first delivers to the Trustee on behalf of the transferee a written certificate (substantially in the form of Exhibit 2) to the effect that the Regulation S Global Security or Rule 144A Global Security, as applicable, is being transferred (x) to an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional investor acquiring the Securities for its own account or for the account of such an institutional accredited investor, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act, (y) in accordance with all applicable securities laws of the States of the United States and other jurisdictions and (z) in an aggregate principal amount of Securities of no less than $250,000 or, if such transfer is in an aggregate principal amount of Securities of less than $250,000, such transferor shall also deliver to the Trustee an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act. Beneficial interests in a Rule 144A Global Note Security or an IAI Global Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global NoteSecurity, the Temporary IAI Global Security and the Regulation S Global Note and the Permanent Regulation S Global Note Security are collectively referred to herein as “"Global Notes”Securities". The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will shall be offered and sold by the Issuer Company pursuant to a the Purchase Agreement. The Initial Notes will shall be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will shall be held only through the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) (as indirect participants in the Depository) and shall not be exchangeable for interests in a the Rule 144A Global Note, a permanent Regulation S global note in fully registered form (the “Permanent Regulation S Global Note”, ,” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in the form attached hereto as Exhibit 3 or otherwise in a form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by nonNon-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require is exempt from the registration requirements under the Securities Act. Prior to the expiration of the Distribution Compliance Period, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory substantially similar to the Issuer and the Trusteethat attached hereto as Exhibit 2) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred (a) to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) QIB that is purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (cb) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory substantially similar to the Issuer and the Trusteethat attached hereto as Exhibit 2) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes Initial Securities will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes Initial Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“"Rule 144A”") and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S ("Regulation S") under the Securities Act (“Regulation S”)Act. Notes Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “"Rule 144A Global Note”Security"); , and Notes Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “"Temporary Regulation S Global Note”Security"), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes Initial Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global NoteSecurity, a permanent global note security (the “"Permanent Regulation S Global Note”Security", and together with the Temporary Regulation S Global NoteSecurity, the “"Regulation S Global Note”Security") or any other Note Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Security or the Permanent Regulation S Global Note or a Definitive Note Security only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes Securities may be exchanged for interests in Rule 144A Global Notes Securities if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A and (2) the transferor transferee of the beneficial interest in the Temporary Regulation S Global Note Security first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.the

Form and Dating. The Initial Notes will may be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to transferred (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and ), (ii) to Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs ) and purchasers (iii) otherwise in reliance on Regulation Supon another exemption from the requirements of the Securities Act, subject in each case to the restrictions on transfer set forth herein. Initial Notes initially may also be transferred during the period of effectiveness of a Registration Statement with respect thereto. Initial Notes resold pursuant to Rule 144A shall may be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Notes”), Initial Notes resold pursuant to Regulation S may be in the form of one or more global notes in fully registered form (collectively, the “Rule 144A Regulation S Global NoteNotes”); and , Initial Notes initially resold pursuant to Regulation S shall in connection with a Registered Exchange Offer may be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Exchange Global NoteNotes”), and Initial Notes resold pursuant to a Registration Statement may be in the form of one or more global notes in fully registered form (collectively, the “Registered Global Notes”) in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1Section 2.3(e) hereof, 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 DepositoryDepositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note (if such transfer is during the Distribution Compliance Period) first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The S or Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”144 (if applicable). The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided. The Issuer may (and, at the election of a majority of the Holders of the applicable Series of Notes, shall) obtain “CUSIP,” “ISIN” and/or “Common Code” numbers relating to the Notes of the applicable Series at any time (if then generally in use), including after the Series Issue Date thereof, and, if so, the Trustee will use “CUSIP,” “ISIN” and/or “Common Code” numbers in notices of redemption as a convenience to Holders of Notes of such Series; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes of such Series or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Notes of such Series, and any such redemption will not be affected by any defect in or omission of such numbers.

Form and Dating. The Series A Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Series A Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Series A Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Series A Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “Rule 144A Global NoteSecurity”); and Series A Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global NoteSecurity”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Notes Securities Custodian and registered in the name of the DepositoryDepositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this the Indenture. One or more global securities in definitive, fully registered form without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto (collectively, the “IAI Global Security”) shall also be issued on the Issue Date, deposited with the Securities 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 the Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global NoteSecurity, the IAI Global Security, a permanent global note security (the “Permanent Regulation S Global NoteSecurity”, and together with the Temporary Regulation S Global NoteSecurity, the “Regulation S Global NoteSecurity”) or any other Note Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global NoteSecurity, an IAI Global Security or the Permanent Regulation S Global Note or a Definitive Note Security only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive Notean IAI Global Security, certification that the interest in compliance with the requirements Temporary Regulation S Global Security is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the securities for its own account or for the account of Section 2.4(a) hereofan institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes Securities or IAI Global Securities may be exchanged for interests in Rule 144A Global Notes Securities if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Security or the IAI Global Security, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note Security or the IAI Global Security, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Securities and Rule 144A Global Securities may be exchanged for an interest in IAI Global Securities if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Security or Rule 144A Global Security, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Security or Rule 144A Global Security, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note Security or an IAI Global Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global NoteSecurity, the IAI Global Security, the Temporary Regulation S Global Note Security and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global NotesSecurities”. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided.

Form and Dating. The Notes will and the Trustee's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in Exhibit A annexed hereto and in this Article Two. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or depositary rule or usage, the certificate of incorporation, bylaws or other similar governing instruments of the Company, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. Initial Notes and any Additional Notes offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in substantially the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1A and shall contain the Private Placement Legend set forth in Exhibit B and the Global Note Legend (the "Rule 144A Global Notes"), 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 Depositorynominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as provided in Sections 2.16 and 2.17. Initial Notes and any Additional Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A and containing the Private Placement Legend as set forth in Exhibit C and the Temporary Regulation S Global Note Legend (the "Temporary Regulation S Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following termination of the Distribution Compliance Period (the "Offshore Note Exchange Date"), upon receipt by the Trustee and the Depository Company of a certificate substantially in the form set forth in Exhibit E hereto, one or more permanent Global Notes substantially in the form of Exhibit A hereto and containing the Global Note Legend (the "Permanent Regulation S Global Notes," and together with the Temporary Regulation S Global Notes, the "Regulation S Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global Note transferred. The aggregate principal amount of the Regulation S 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 nominee, as provided in Sections 2.16 and 2.17. Initial Notes and any Additional Notes issued pursuant to Section 2.07 and Section 2.16 in exchange for or upon transfer of beneficial interests in the Rule 144A Global Notes or Regulation S Global Notes shall be in the form of permanent certificated Notes in substantially the form set forth in Exhibit A containing the Private Placement Legend as set forth in Exhibit B (the "Rule 144A Physical Notes"), or in the form of permanent certificated Notes substantially in the form set forth in Exhibit A containing the Private Placement Legend as set forth in Exhibit C (the "Regulation S Physical Notes"), respectively, as hereinafter provided. No Regulation S Physical Note may be issued until expiration of the applicable Distribution Compliance Period and receipt by the Company and the Trustee from the (x) proposed transferor, of a certificate substantially in the form set forth in Exhibit C or (y) holder of a beneficial interest being exchanged, of certification that such holder is a non-U.S. person or a U.S. person (within the meaning of Regulation S) who acquired such interest in a transaction exempt from the registration requirements of the Securities Act (in which case a Rule 144A Physical Note shall be issued). The Rule 144A Physical Notes and the Regulation S Physical Notes, together with any other certificated notes in registered form, are sometimes collectively referred to as the "Certificated Notes." The Rule 144A Global Notes and the Regulation S Global Notes, together with any other global notes in registered form, are sometimes collectively referred to as the "Global Notes." Initial Notes and Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A shall be issued in the form of permanent Certificated Notes substantially in the form set forth in Exhibit A and shall contain the Private Placement Legend as set forth in Exhibit B. Exchange Securities shall be issued substantially in the form set forth in Exhibit A and, subject to Section 2.16, shall be in the form of one or more Global Notes.

Form and Dating. The Notes will and the Trustee's certificate of authentication shall be offered substantially in the form of Exhibits X-0, X-0 and sold by A-3 attached hereto. The Subsidiary Guarantees shall be substantially in the Issuer pursuant to a Purchase Agreementform of Exhibit E, the terms of which are incorporated in and made part of this Indenture. The Notes will may have notations, legends or endorsements required by law, stock exchange rule or usage, as designated by the Company or its counsel. Each Note shall be resold initially only dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof (subject to (i) Persons reasonably believed a minimum initial purchase requirement of $100,000 for Notes sold on original issuance by the Company to be QIBs Accredited Investors other than in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in or Regulation S) in offshore transactions ). The Notes offered and sold in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “a Rule 144A Global Note”); . Notes offered and Notes initially resold pursuant sold to Accredited Investors in transactions exempt from registration under the Securities Act not made in reliance on Rule 144A or Regulation S shall be issued initially in the form of one or more temporary global notes a separate Rule 144A Global Note. Notes offered and sold in fully registered form (collectively, the “Temporary reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian Note Custodian, at its New York office, as custodian for the Depository, and registered in the name of the DepositoryDepository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel Bank, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenturehereinafter provided. Except as set forth in this Section 2.1(a), beneficial ownership interests in The Restricted Period shall be terminated upon the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (receipt by the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration Trustee of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon a written certificate from the Depository or the Note Custodian, together with copies of certificates from Euroclear and Cedel Bank certifying that they have received certification in form reasonably satisfactory to the Issuer and the Trustee that of non-United States beneficial ownership interests in such Temporary of 100% of the aggregate principal amount of the Regulation S Temporary Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities ActNote, and (ii) an Officers' Certificate from the Company to the effect set forth in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a13.04(a) hereof. Beneficial Following the termination of the Restricted Period, beneficial interests in Temporary the Regulation S Temporary Global Notes may Note shall be exchanged for beneficial interests in Rule 144A Regulation S Permanent Global Notes if (1) such exchange occurs in connection pursuant to the Applicable Procedures. Simultaneously with a transfer the authentication of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Permanent Global Note first delivers to Notes, the Trustee a written certificate (in a form satisfactory to shall cancel the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Temporary Global Note is being transferred to a Person (a) whom the transferor reasonably believes to Note. Notes issued in global form shall be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery substantially in the form of an interest Exhibits X-0, X-0 or A-3 attached hereto (including the Global Note Legend and the "Schedule of Exchanges in a Regulation S the Global Note, whether before " attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A-1 or after A-3 attached hereto (but without the expiration Global Note Legend and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such of the Distribution Compliance Period, only if outstanding Notes as shall be specified therein and each shall provide that it shall represent the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Global aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee and Trustee, in accordance with instructions given by the Depository or its nominee Holder thereof as hereinafter providedrequired by Section 2.06 hereof.

Form and Dating. The Initial Notes will shall be offered and sold by the Issuer Company pursuant to a the Purchase Agreement. The Initial Notes will shall be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will shall be held only through the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) (as indirect participants in the Depository) and shall not be exchangeable for interests in a the Rule 144A Global Note, a permanent Regulation S global note in fully registered form (the “Permanent Regulation S Global Note”, ,” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in the form attached hereto as Exhibit 3 or otherwise in a form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by nonNon-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require is exempt from the registration requirements under the Securities Act. Prior to the expiration of the Distribution Compliance Period, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory substantially similar to the Issuer and the Trusteethat attached hereto as Exhibit 2) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred (a) to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) QIB that is purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (cb) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory substantially similar to the Issuer and the Trusteethat attached hereto as Exhibit 2) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, which is incorporated in and forms a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rule or usage to which the Issuer is subject. Without limiting the generality of the foregoing, Additional Notes offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs Qualified Institutional Buyers in reliance on Rule 144A under the Securities Act (“Rule 144A144A Notes”) shall bear the legend and (ii) Persons other than U.S. Persons (as defined include the form of assignment set forth in Regulation S) Exhibit B, Additional Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) shall bear the legend and include the form of assignment set forth in Exhibit C, and Additional Notes offered and sold to Institutional Accredited Investors (as defined in rule Rule 501(a)(1),(2),(3),(7), or (8) of the Securities Act) in transactions exempt from registration under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers not made in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall or Regulation S (“Other Notes”) may be issued initially represented by a Restricted Global Note or, if such an investor may not hold an interest in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Restricted Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Physical Note, in compliance with each case, bearing the requirements of Section 2.4(a) hereofPrivate Placement Legend. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) The Issuer shall approve the transferor form of the beneficial interest Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the Temporary Regulation S Global Note first delivers Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the Trustee a written certificate (in a form satisfactory to extent applicable, the Issuer and the Trustee) , by their execution and delivery of this Indenture, expressly agree to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes such terms and provisions and agree to be a QIB, (b) purchasing bound thereby. The Notes may be presented for its own account or registration of transfer and exchange at the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws offices of the States of the United States and other jurisdictionsRegistrar. Beneficial Notes issued in exchange for interests in a Rule 144A Global Note pursuant to Section 2.16 may be transferred to a Person who takes delivery issued in the form of an interest permanent certificated Notes in a Regulation S Global Note, whether before or after registered form in substantially the expiration of form set forth in Exhibit A (the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Physical Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided).

Form and Dating. The Notes will and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto, which is incorporated in and forms a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rule or usage to which the Issuer is subject. Without limiting the generality of the foregoing, Additional Notes offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs Qualified Institutional Buyers in reliance on Rule 144A under the Securities Act (“Rule 144A144A Notes”) shall bear the legend and (ii) Persons other than U.S. Persons (as defined include the form of assignment set forth in Regulation S) Exhibit B, Additional Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) shall bear the legend and include the form of assignment set forth in Exhibit C-1, and Additional Notes offered and sold to Institutional Accredited Investors (as defined in Rule 501(a)(1), (2), (3), (7), or (8) of the Securities Act) in transactions exempt from registration under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers not made in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall or Regulation S (“Other Notes”) may be issued initially represented by a Restricted Global Note or, if such an investor may not hold an interest in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Restricted Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Physical Note, in compliance with each case, bearing the requirements of Section 2.4(a) hereofPrivate Placement Legend. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) The Issuer shall approve the transferor form of the beneficial interest Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the Temporary Regulation S Global Note first delivers Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the Trustee a written certificate (in a form satisfactory to extent applicable, the Issuer and the Trustee) , by their execution and delivery of this Indenture, expressly agree to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes such terms and provisions and agree to be a QIB, (b) purchasing bound thereby. The Notes may be presented for its own account or registration of transfer and exchange at the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws offices of the States of the United States and other jurisdictionsRegistrar. Beneficial Notes issued in exchange for interests in a Rule 144A Global Note pursuant to Section 2.16 may be transferred to a Person who takes delivery issued in the form of an interest permanent certificated Notes in a Regulation S Global Note, whether before or after registered form in substantially the expiration of form set forth in Exhibit A (the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Physical Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided).

Form and Dating. The Initial Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions reliance on Regulation S; provided that, unless the Company elects to provide for the offer or sale of Initial Notes in reliance on Regulation S in accordance with Rule 903 under the Securities Act (“it being understood that, as of the Issue Date, the Company has not made such election with respect to the Initial Notes), the immediately-preceding clause (ii) shall not apply to such Initial Notes, and provisions in this Appendix relating to Regulation S”)S Global Notes or the Regulation S Legend shall not be applicable to the extent they relate to Regulation S Global Notes or the Regulation S Legend. Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the ( “Rule 144A Global NoteNotes”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global NoteNotes”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes legend set forth in Exhibit 1Restrictive Legends, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the a Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global NoteNotes, a permanent Regulation S global note Notes (the “Permanent Regulation S Global Note”Notes” and, and together with the Temporary Regulation S Global NoteNotes, the “Regulation S Global NoteNotes”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Note or a Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in a Temporary Regulation S Global Notes Note may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a the form satisfactory to set forth on the Issuer and reverse of the TrusteeNote) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to set forth on the Issuer and reverse of the TrusteeNote) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The S or Rule 144 (if applicable). Rule 144A Global NoteNotes, the Temporary Regulation S Global Note Notes and the Permanent Regulation S Global Note Notes are collectively referred to herein as “Restricted Global Notes.” Any other Notes in global form, without Restrictive Legends, are collectively referred to herein as “Unrestricted Global Notes” (together with Restricted Global Notes, “Global Notes”). The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions reliance on Regulation S; provided that, unless the Company elects to provide for the offer or sale of Initial Notes in reliance on Regulation S in accordance with Rule 903 under the Securities Act (“it being understood that, as of the Issue Date, the Company has not made such election with respect to the Initial Notes), the immediately-preceding clause (ii) shall not apply to such Initial Notes, and provisions in this Appendix relating to Regulation S”)S Global Notes or the Regulation S Legend shall not be applicable to the extent they relate to Regulation S Global Notes or the Regulation S Legend. Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the ( “Rule 144A Global NoteNotes”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global NoteNotes”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes legend set forth in Exhibit 1Restrictive Legends, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the a Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global NoteNotes, a permanent Regulation S global note Notes (the “Permanent Regulation S Global Note”Notes” and, and together with the Temporary Regulation S Global NoteNotes, the “Regulation S Global NoteNotes”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Note or a Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in a Temporary Regulation S Global Notes Note may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a the form satisfactory to set forth on the Issuer and reverse of the TrusteeNote) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to set forth on the Issuer and reverse of the TrusteeNote) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The S or Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided144 (if applicable).

Form and Dating. The Notes will be offered and sold by the Issuer Company pursuant to a the Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) Note or any other Note global note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note any other global note only (i) upon certification in form reasonably satisfactory to the Issuer Trustee and the Trustee Company that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form reasonably satisfactory to the Issuer Trustee and the TrusteeCompany) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form reasonably satisfactory to the Issuer Company and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as the “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, in each case, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); ) and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1A hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note (x) will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”” and, and together with the Temporary Regulation S Global NoteNotes, the “Regulation S Global NoteNotes”) ), or any other Note prior to the expiration of the Distribution Compliance Period and then, (y) after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in a Temporary Regulation S Global Notes Note may be exchanged for interests in a Rule 144A Global Notes Note if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A 144A, and (2) the transferor of the beneficial interest in the such Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the such Temporary Regulation S Global Note is being transferred (a) to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) to a Person who is purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests interest in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided n the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee and the Notes Custodian as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, others and QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the ( “Rule 144A Global NoteNotes”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global NoteNotes”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes legend set forth in Exhibit 1Restrictive Legends, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the a Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global NoteNotes, a permanent Regulation S global note Notes (the “Permanent Regulation S Global Note”Notes” and, and together with the Temporary Regulation S Global NoteNotes, the “Regulation S Global NoteNotes”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Note or a Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in a Temporary Regulation S Global Notes Note may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (substantially in a the form satisfactory to the Issuer and the Trusteeof Exhibit III) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The S or Rule 144 (if applicable). Rule 144A Global NoteNotes, the Temporary Regulation S Global Note Notes and the Permanent Regulation S Global Note Notes are collectively referred to herein as “Restricted Global Notes.” Any other Notes in global form, without Restrictive Legends, are collectively referred to herein as “Unrestricted Global Notes” (together with Restricted Global Notes, “Global Notes”). The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes Securities will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“"Rule 144A”"), (ii) IAIs and (iiiii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“"Regulation S”"). Notes Securities may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Securities initially resold pursuant to Rule 144A (collectively, the "Rule 144A Global Security") and to IAIs (collectively, the "IAI Global Security") shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectivelyform, the “Rule 144A Global Note”); and Notes Securities initially resold pursuant to Regulation S (collectively, the "Temporary Regulation S Global Security") shall be issued initially in the form of one or more temporary global notes securities in definitive, fully registered form (collectively, the “Temporary Regulation S Global Note”)form, in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial Beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global NoteSecurity, the IAI Global Security, a permanent global note security (the “"Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”Security") or any other Note Security without a legend containing restrictions on transfer of such Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note then only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global NoteSecurity, the IAI Global Security, the Temporary Regulation S Global Note Security and the Permanent Regulation S Global Note Security are collectively referred to herein as “"Global Notes”Securities". The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. (a) The Notes Initial Securities will be offered and sold by the Issuer Company, from time to time, pursuant to a one or more Purchase AgreementAgreements. The Notes Initial Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule "RULE 144A”") and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation "REGULATION S”"). Notes Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “Rule "RULE 144A Global Note”); GLOBAL SECURITY") and Notes Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in definitive, fully registered form (collectively, the “Temporary Regulation "TEMPORARY REGULATION S Global Note”GLOBAL SECURITY"), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes Initial Securities represented thereby with the Notes Custodian Securities Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial Beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global NoteSecurity, a permanent global note security (the “Permanent Regulation "PERMANENT REGULATION S Global Note”GLOBAL SECURITY"), and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note Security without a legend containing restrictions on transfer of such Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note then only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global NoteSecurity, the Temporary Regulation S Global Note Security and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global Notes”. "GLOBAL SECURITIES." The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will be offered and sold by the Issuer Co-Issuers pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); Notes initially resold to IAIs shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, 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 DepositoryDepositary or a nominee of the Depositary, duly executed by the Issuer Co-Issuers and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, ,” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive an IAI Global Note, certification that the interest in compliance with the requirements Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the Notes for its own account or for the account of Section 2.4(a) hereofan institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes and IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (substantially in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the Notes in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3) and (7) of Regulation D under the Securities Act that is an institutional investor acquiring the Notes for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Notes of US$250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S IAI Global Note and the Permanent Regulation S Global Note are collectively referred to herein as the “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided.

Form and Dating. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, Persons reasonably believed to be QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary permanent global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“"Rule 144A”") and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“"Regulation S”"). Initial Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “"Rule 144A Global Note”"); Initial Notes initially resold to IAIs shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the "IAI Global Note"); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “"Temporary Regulation S Global Note”"), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a the Rule 144A Global Note, the IAI Global Note, a permanent global note security (the “"Permanent Regulation S Global Note”", and together with the Temporary Regulation S Global Note, the “"Regulation S Global Note”") or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive an IAI Global Note, certification that the interest in compliance with the requirements Temporary Regulation S Global Note is being transferred to an institutional "accredited investor" (as defined under the Securities Act) that is acquiring the securities for its own account or for the account of Section 2.4(a) hereofan institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an "accredited investor" within the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the IAI Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “"Global Notes”". The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will and the Trustee’s certificate of authentication with respect thereto shall be offered substantially in the form set forth in Exhibit A, in the case of the Rule 144A Global Note, Exhibit B, in the case of the Regulation S Global Note, Exhibit C, in the case of a Definitive Registered Security, and sold Exhibit D in the case of an Unrestricted Global Note with such appropriate insertions, omissions, substitutions and other variations as are permitted or required by the Issuer pursuant to Indenture. Each such Exhibit is annexed hereto and is hereby incorporated in and expressly made a Purchase Agreementpart of this Supplemental Indenture. The Notes will may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Each of the Rule 144A Global Note and the Regulation S Global Note shall be resold initially only dated the Closing Date. Each Definitive Registered Security and each Unrestricted Global Note shall be dated the date of its authentication. To the extent applicable, the Company and the Trustee, by their execution of this Supplemental Indenture, expressly agree to (i) Persons reasonably believed the terms and conditions of the Notes set forth in Exhibits A, B, C and D hereof and to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth hereinbound thereby. Notes initially resold pursuant offered and issued to Rule 144A QIBs shall be issued initially in the form of one or more permanent global notes securities in fully registered bearer form, substantially in the form set forth in Exhibit A hereto (collectively, the a “Rule 144A Global Note”); , duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Book-Entry Depositary for the benefit of DTC and its Participants in accordance with the provisions of the Deposit Agreement. Notes initially resold pursuant issued to Regulation S non-U.S. investors outside of the United States shall be issued initially in the form of one or more temporary permanent global notes certificates in fully registered bearer form, substantially in the form set forth in Exhibit B hereto (collectively, the a “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together deposited with the Temporary Regulation S Global Note, Book-Entry Depositary for the “Regulation S Global Note”) or any other Note prior to the expiration benefit of the Distribution Compliance Period DTC and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) Participants in accordance with all applicable securities laws the provisions of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”Deposit Agreement. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and Book-Entry Depositary in accordance with instructions given by DTC in accordance with the Depository or its nominee as hereinafter providedterms of the Deposit Agreement. Definitive Registered Securities may be issued from time to time in accordance with the provisions of the Indenture, in the form of Exhibit C hereto.

Form and Dating. The Initial Notes will be offered and sold by the Issuer pursuant to a the Purchase Agreement. The Initial Notes will be resold initially by the Initial Purchasers only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); Initial Notes initially resold to IAIs shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a the Rule 144A Global Note, the IAI Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note or the Permanent Regulation S Global Note or a Definitive Note only upon certification to the Trustee that (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive an IAI Global Note, certification that the interest in compliance with the requirements Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the notes for its own account or for the account of Section 2.4(a) hereofan institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes (after the expiration of the Distribution Compliance Period) or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable notes laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Notes (after the expiration of the Distribution Compliance Period) and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the notes in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1), (2), (3) and (7) under the Securities Act that is an institutional investor acquiring the notes for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the notes of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to the Issuer and the Trusteeprovided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the IAI Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be were offered and sold by the Issuer Issuers pursuant to a Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). The Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. The Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent securities in registered, global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary securities in registered, global notes in fully registered form (collectively, the “Temporary Regulation S Temporary Global Note”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Issuers and authenticated by the Trustee as provided in this the Indenture. Until the expiration of the Restricted Period, beneficial ownership interests in the Regulation S Temporary Global Notes may be held only through Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, Société Anonyme (“Clearstream, Luxembourg”), as indirect participants in DTC, unless transferred to a Person that takes delivery through a Rule 144A Global Note in accordance with the certification requirements described in the second succeeding paragraph below. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Temporary Global Note will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) Note or any other Note prior to the expiration of the Distribution Compliance Restricted Period and then, after the expiration of the Distribution Compliance Restricted Period, may be exchanged for interests one or more permanent securities in a Rule 144A Global Noteregistered, the Permanent Regulation S Global Note or a Definitive Note only global form without interest coupons (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Actcollectively, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.the

Form and Dating. The Notes will be offered and sold by the Issuer Issuers pursuant to a the Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form form, in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Issuers and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a the Rule 144A Global Note, a Note or any permanent global note securities (collectively, the “Permanent Regulation S Global Note”” and, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after Period. Promptly following the expiration termination of the Distribution Compliance Period, may the Issuers shall cause the beneficial interests in the Temporary Regulation S Global Note to be exchanged for beneficial interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory pursuant to applicable procedures of the Depository. The Issuers shall deliver to the Issuer Trustee an issuer order for the authentication of the Permanent Regulation S Global Note, a Permanent Regulation S Global Note, an Offices’ Certificate, and an Opinion of Counsel. Simultaneously with the authentication of the Permanent Regulation S Global Note, the Trustee that beneficial ownership interests in such will cancel the Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form reasonably satisfactory to the Issuer Trustee and the TrusteeIssuers) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form reasonably satisfactory to the Issuer Issuers and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as the “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes and Initial Additional Notes that are not Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form set forth, or referenced, in this Article Two and Exhibit A-1 hereto (in the case of Dollar-denominated Notes) or Exhibit A-2 (in the case of Euro-denominated Notes), which is incorporated in and form a part of this Indenture (as such forms may be modified in accordance with Section 2.01). The Exchange Notes and any Additional Notes that are not Initial Additional Notes, or that are issued in a registered offering pursuant to the Securities Act, and the Trustee’s certificate of authentication relating thereto shall be in substantially in the form set forth, or referenced, in this Article Two and Exhibit C-1 hereto (in the case of Dollar-denominated Notes) or Exhibit C-2 (in the case of Euro-denominated Notes), which is incorporated in and form a part of this Indenture (as such forms may be modified in accordance with Section 2.01). The Notes will be may have notations, legends or endorsements required by law, rule or usage to which the Issuer is subject. Without limiting the generality of the foregoing, Notes offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs Qualified Institutional Buyers in reliance on Rule 144A under the Securities Act (“Rule 144A144A Notes”) shall bear the legend and (ii) Persons other than U.S. Persons (as defined include the form of assignment set forth in Regulation S) Exhibit B, Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) shall bear the legend and include the form of assignment set forth in Exhibit B, and Notes offered and sold to Institutional Accredited Investors in transactions exempt from registration under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers not made in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global NoteOther Notes”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either represented by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or, if such an investor may not hold an interest in the Rule 144A Global Notes, a Physical Note, in each case, bearing the Private Placement Legend. The Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Trustee, the Notes Authorized Representative and the Collateral Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. The Notes may be transferred presented for registration of transfer and exchange at the offices of the applicable Registrar. Notes issued in exchange for interests in a Global Note pursuant to a Person who takes delivery Section 2.16 may be issued in the form of an interest permanent certificated Notes in a Regulation S Global Noteregistered form in substantially the form set forth in Exhibit X-0, whether before Xxxxxxx X-0, Exhibit C-1 or after Exhibit C-2, as applicable (the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Physical Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided).

Form and Dating. The Notes will and the notation relating to the --------------- Trustee's certificate of authentication thereof, shall be offered substantially in the form of Exhibits A or B, as applicable. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and sold the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by the Issuer pursuant their execution and delivery of this Indenture, expressly agree to a Purchase Agreementsuch terms and provisions and to be bound thereby. The Notes will initially be resold initially only to (i) Persons reasonably believed to be QIBs represented by the Global Notes. Notes offered and sold in their initial distribution in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be initially issued initially as one or more global notes in registered, global form without interest coupons, substantially in the form of one or more permanent global notes Exhibit A hereto, with such applicable legends as are provided in fully registered form (collectivelyExhibit A, except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the “"Rule 144A Global Note”); and ." Such Rule 144A Global Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which shall be deposited on --------------------- behalf of the purchasers holders of the Notes represented thereby with by the Notes Custodian and registered in the name of the DepositoryTrustee, at its New York office, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee or an Authenticating Agent as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”herein. The aggregate principal amount of the Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and Trustee, as custodian for DTC, or the Depository records of DTC or its nominee nominee, as the case may be, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Notes, if any, evidencing the debt, or any portion of the debt, initially evidenced by such Rule 144A Global Note, shall collectively be referred to herein as the "Rule 144A Notes." --------------- Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued as one or more global notes, in registered global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Global Notes, as the case may be, shall be referred to collectively herein as the "Regulation S Global ------------------- Note." Such Regulation S Global Note shall be deposited on behalf of the ---- holders of the Notes represented thereby with the Trustee, at its New York office, as custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Company and authenticated by the Trustee or an Authenticating Agent as provided herein, for credit to the accounts of the respective depositaries for Euroclear and Cedel (or such other accounts as they may direct). The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, or the records of DTC or its nominee, as the case may be, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "Regulation S ------------ Notes". -----

Form and Dating. The Initial Notes will be offered and sold by the Issuer pursuant Company to a Purchase Agreementthe Initial Purchasers. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); ) and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1A hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the DepositoryDepositary or a nominee of the Depositary, duly executed by the Issuer Company and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note (if such transfer is during the Distribution Compliance Period) first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided.

Form and Dating. The Senior Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Senior Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Senior Note shall be dated the date of its authentication. The Senior Notes shall be in denominations of $1,000 and integral multiples thereof. The Series A Senior Notes and the Series B Senior Notes will be the same except that the Private Placement Legend will be omitted from the Series B Senior Notes. The terms and provisions contained in the Senior Notes shall constitute, and are hereby expressly made, a part of this Indenture and Anvil, Holdings and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Senior Notes offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Global Senior Notes in fully registered form, substantially in the form set forth in Exhibit A (collectively, including the “text referred to in footnote 1 thereto) (the "Rule 144A Global Senior Note”"); , deposited with, or on behalf of, The Depositary Trust Company (the "Depositary") and registered in the name of Cede & Co. or such other nominee, as nominee of the Depositary. Senior Notes initially resold pursuant to Regulation S offered and sold in reliance on any exemption from registration under the Securities Act other than Rule 144A shall be issued initially in the form of one or more temporary global notes permanent Global Senior Notes in fully registered form, substantially in the form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1A (including the text referred to in footnotes 1 and 2 thereto) (the "AI Global Senior Note"), which shall be deposited with, or on behalf of of, the purchasers of the Notes represented thereby with the Notes Custodian Depositary and registered in the name of the DepositoryCede & Co. or such other nominee, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration nominee of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.the

Form and Dating. The Initial Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will shall be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”), (ii) IAIs in reliance on an applicable exemption from the registration requirements of the Securities Act and (iiiii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); Initial Notes initially resold to IAIs shall be issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary permanent global notes in definitive, fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and Global Notes Legend, the applicable restricted notes legend Restricted Notes Legend and, if applicable, the OID Legend set forth in Exhibit 1Section 2.3(d) of this Appendix, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Issuers and upon receipt of an Issuers' Order authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S IAI Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A Trustee’s certificate of authentication shall be issued initially substantially in the form of one Exhibit A hereto. The Notes may have notations, legends or more permanent global notes in fully registered form (collectivelyendorsements required by law, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S stock exchange rule or usage. Each Note shall be issued initially in dated the form date of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which its authentication. The Notes shall be deposited on behalf in denominations of the purchasers $2,000 and integral multiples of the Notes represented thereby with the Notes Custodian and registered $1,000 in the name excess of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”$2,000. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The terms and provisions contained in the Notes (including the Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and the Company, Finance Co, the Guarantors, and 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 extent permitted by law, if any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Disposition Offer as provided in Section 4.07 hereof or a Change of Control Offer as provided in Section 4.06 hereof. The Notes shall not be redeemable, other than as provided in Article 3. Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Notes issued on the Issue Date and shall have the same terms as to status, redemption or otherwise as the Notes issued on the Issue Date (“Additional Notes”); provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the “Schedule of Exchanges 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 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 therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the Depository “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Note that is held by Participants through Euroclear or its nominee as hereinafter providedClearstream.

Form and Dating. The Notes will definitive Securities shall be offered and sold printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the Issuer pursuant to a Purchase Agreementofficers executing such Securities or notations of Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Guarantees, as the case may be. The Notes will be resold initially only to Except as indicated in the next succeeding paragraph, Securities (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under including the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject notations thereon relating to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A Guarantees and the Trustee's certificate of authentication) shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially Securities substantially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1Exhibits A, which shall be A-1 and A-2 (each being herein called a "Global Security") deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the DepositoryTrustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenturehereinafter provided, and each shall bear the legend set forth on Exhibit A hereto. Except as Subject to the limitation set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note2.02, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount amounts of the Global Notes Securities may be increased or decreased from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee Trustee, as custodian for DTC, as hereinafter provided. Securities (including the notations thereon relating to the Guarantees and the Trustee's certificate of authentication) originally issued and sold in reliance on any exemption from registration under the Securities Act other than Rule 144A shall be issued, and Securities originally offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated securities in registered form in substantially the form set forth in Exhibits A and A-1 ("Physical Securities"). The Securities may also have such insertions, omissions, substitutions and variations as may be permitted by or consistent with this Indenture. The provisions of Exhibits A, A-1 and A-2 are part of this Indenture. The Securities may have notations, legends and endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities and the Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form and Dating. The Notes Securities will be offered and sold by the Issuer Company pursuant to a the Purchase Agreement. The Notes will be resold initially only to (iAgreement and Section 4(2) Persons reasonably believed to be QIBs in reliance on Rule 144A under of the Securities Act (“Rule 144A”) Act. Securities may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions purchasers in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A Securities shall be issued initially in the form of one or more permanent Definitive Securities in fully registered form without interest coupons and with the restricted securities legend set forth in Exhibit 1 hereto, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Securities resold to QIBS pursuant to Rule 144A under the Securities Act (“Rule 144A”) may be issued in the form of one or more global notes securities in definitive, fully registered form (collectively, the “Rule 144A Global NoteSecurity”); ) and Notes Securities initially resold pursuant to Regulation S shall may be issued initially in the form of one or more temporary global notes securities in definitive, fully registered form (collectively, the “Temporary Regulation S Global NoteSecurity”), in each case case, without interest coupons and with the global notes securities legend and and, if required, the applicable restricted notes securities legend set forth in Exhibit 1, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture1 hereto. Except as set forth in this Section 2.1(a), beneficial Beneficial ownership interests in the a Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global NoteSecurity, a permanent global note security (the “Permanent Regulation S Global NoteSecurity”), and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note Security without a legend containing restrictions on transfer of such Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note then only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global NoteSecurity, the Temporary Regulation S Global Note Security and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global NotesSecurities”. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, in each case, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); ) and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1A hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note (x) will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”” and, and together with the Temporary Regulation S Global NoteNotes, the “Regulation S Global NoteNotes”) ), or any other Note prior to the expiration of the Distribution Compliance Period and then, (y) after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in a Temporary Regulation S Global Notes Note may be exchanged for interests in a Rule 144A Global Notes Note if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A 144A, and (2) the transferor of the beneficial interest in the such Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the such Temporary Regulation S Global Note is being transferred (a) to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) to a Person who is purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee and the Notes Custodian as hereinafter provided.

Form and Dating. (a) The Initial Notes will be are being offered and sold by the Issuer Company to the Initial Purchasers pursuant to a the Purchase Agreement. The Initial Notes will shall be resold initially by the Initial Purchasers only to (iA) Persons reasonably believed to be QIBs qualified institutional buyers (as defined in reliance on Rule 144A under the Securities Act (“Rule 144A”)) in reliance on Rule 144A (“QIBs”) and (iiB) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). ) in reliance on Regulation S. The Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to S of the restrictions on transfer set forth Securities Act in accordance with the procedure described herein. The Initial Notes initially resold pursuant shall be dated the date of their authentication. Initial Notes offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (each, a “Rule 144A Note” and collectively, the “Rule 144A Notes”) shall be issued initially on the Issue Date in the form of one or more a permanent global notes Note, without interest coupons, substantially in fully registered the form of Exhibit A, which is incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and deposited with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1Trustee, 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 Depositoryas custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenturehereinafter provided. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a The Rule 144A Global Note may be transferred represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”single certificate. The aggregate principal amount of the Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Trustee, as custodian for DTC or its nominee nominee, as hereinafter provided. Initial Notes offered and sold outside the United States of America (each, a “Regulation S Note” and collectively, the “Regulation S Notes”) in reliance on Regulation S shall be issued on the Issue Date in the form of a permanent global Note, without interest coupons, substantially in the form set forth in Exhibit A, which is incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the “Regulation S Global Note”) deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. 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 the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Notes exchanged for interests in a Rule 144A Note and a Regulation S Note shall be issued in the form of a permanent global Note substantially in the form of Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the “Exchange Global Note”). The Exchange 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 Rule 144A Global Note, the Regulation S Global Note and the Exchange Global Note are sometimes collectively herein referred to as the “Global Notes.” The principal of and interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that at the option of the Company, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by DTC.

Form and Dating. The Notes Securities will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes Securities may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form without interest coupons (collectively, the “Rule 144A Global NoteSecurity”); and Notes Securities initially resold to IAIs shall be issued in the form of one or more permanent global Securities in definitive, fully registered form without interest coupons (collectively, the “IAI Global Security”); and Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global NoteSecurity”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global NoteSecurity, the IAI Global Security, a permanent global note security (the “Permanent Regulation S Global Note”, Security” and together with the Temporary Regulation S Global NoteSecurity, the “Regulation S Global Note”) Security” or any other Note Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Security or an IAI Global Note or a Definitive Note Security only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive Notean IAI Global Security, certification that the interest in compliance with the requirements Temporary Regulation S Global Security is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the securities for its own account or for the account of Section 2.4(a) hereofan institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes Securities or IAI Global Securities may be exchanged for interests in Rule 144A Global Notes Securities if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Security or the IAI Global Security, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note Security or the IAI Global Security, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Securities and Rule 144A Global Securities may be exchanged for an interest in IAI Global Securities if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Security or Rule 144A Global Security, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Security or Rule 144A Global Security, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a) (1), (2), (3) or (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of Securities of US$250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note Security or an IAI Global Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global NoteSecurity, the IAI Global Security, the Temporary Regulation S Global Note Security and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global NotesSecurities”. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A (“Rule 144A Notes”) under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions or in reliance on Regulation S (“Regulation S Notes”) under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among othersin each case as provided in a Purchase Agreement, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes Notes legend and the applicable restricted notes Notes legend set forth in Exhibit 11 hereto (each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian Trustee, as custodian for the Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Issuers and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictionshereinafter provided. Beneficial interests in a Restricted Global Note representing Initial Notes sold in reliance on either Rule 144A Global Note or Regulation S may be transferred to a Person who takes delivery held through Euroclear or Clearstream, as indirect participants in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”Depository. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Exchange Notes shall be issued in global form (with the global Notes legend set forth in Exhibit 1 hereto) or in certificated form as provided in Section 2.4 of this Appendix. Exchange Notes issued in global form and Restricted Global Notes are sometimes referred to in this Appendix as “Global Notes.” The OID legend set forth in Section 2.3(b)(v) shall be placed on all Notes issued under the Indenture that have more than a de minimis amount of original issue discount for U.S. federal income tax purposes.

Form and Dating. The Initial Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Initial Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); Initial Notes initially resold to IAIs shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a the Rule 144A Global Note, the IAI Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive an IAI Global Note, certification that the interest in compliance with the requirements Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the notes for its own account or for the account of Section 2.4(a) hereofan institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the notes in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional investor acquiring the notes for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the notes of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the IAI Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs QIB in reliance on Rule 144A under the Securities Act (“"Rule 144A”") and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions or in reliance on Regulation S under the Securities Act (“"Regulation S”"). Notes may thereafter be transferred to, among othersin each case as provided in a Purchase Agreement, QIBs and purchasers Private Exchange Notes, as provided in reliance on Regulation Sa Registration Rights Agreement, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes Notes legend and the applicable restricted notes Notes legend set forth in Exhibit 11 hereto (each, a "Restricted Global Note"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian Trustee, as custodian for the Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenturehereinafter provided. Except as set forth in this Section 2.1(a)Prior to the 40th day after the Initial Issuance Date, beneficial ownership interests in the Temporary Restricted Global Note representing Initial Notes sold in reliance on Regulation S Global Note will may only be held through Euroclear or Clearstream, and any resale or transfer of such interests to U.S. persons (as defined in Regulation S) shall not be exchangeable for interests in a permitted during such period unless such resale or transfer is made pursuant to Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Exchange Notes shall be issued in global form (with the global Notes legend set forth in Exhibit 1 hereto) or in certificated form as provided in Section 2.4 of this Appendix. Exchange Notes issued in global form and Restricted Global Notes are sometimes referred to in this Appendix as "Global Notes".

Form and Dating. The Initial Notes will shall be offered and sold by the Issuer Company pursuant to a the Purchase Agreement. The Initial Notes will shall be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and upon receipt of a Company Order authenticated by the Trustee as provided in this Indenture. Except as At the request of the Trustee, one or more permanent global notes in fully registered form (collectively, the “IAI Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1 hereto shall also be issued, deposited with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and upon receipt of a Company Order authenticated by the Trustee as provided in this Section 2.1(a), Indenture to accommodate transfers of beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior Notes to IAIs subsequent to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereofinitial distribution. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S IAI Global Note are collectively referred to herein as “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes Securities will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes Securities may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “Rule 144A Global NoteSecurity”); and Notes Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary permanent global notes Securities in definitive, fully registered form (collectively, the “Temporary Regulation S Global NoteSecurity”); and Securities subsequently resold to IAIs shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “IAI Global Security”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial Beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global NoteSecurity, the “Regulation S IAI Global Note”) Security or any other Note Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Security or an IAI Global Note or a Definitive Note Security only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive Notean IAI Global Security, certification that the interest in compliance with the requirements Regulation S Global Security is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the securities for its own account or for the account of Section 2.4(a) hereofan institutional accredited investor. Beneficial interests in Temporary Regulation S IAI Global Notes Securities may be exchanged for interests in Rule 144A Global Notes Securities if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S IAI Global Note Security first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S IAI Global Note Security is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Rule 144A Global Securities may be exchanged for an interest in IAI Global Securities if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Rule 144A Global Security first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that the beneficial interest in the Rule 144A Global Security is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional accredited investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (b) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note Security or an IAI Global Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to the Issuer and the Trusteeprovided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global NoteSecurity, the Temporary IAI Global Security and the Regulation S Global Note and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global NotesSecurities”. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will shall be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes will shall be resold initially only to (i) Persons that the Initial Purchasers reasonably believed believe to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). The Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. The (A) Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and (B) Notes initially resold pursuant to Regulation S IAIs shall be issued initially in the form of one or more temporary permanent global notes Notes in definitive, fully registered form (collectively, the “Temporary Regulation S IAI Global Note”), ; and in each case of cases (A) and (B) without interest coupons and with the global notes securities legend and the applicable restricted notes legend securities legends set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership Beneficial interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note Notes (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note ) or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Regulation S Global Notes (after the Distribution Compliance Period) and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit 2 hereto) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1), (2), (3) and (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to the Issuer and the Trusteeprovided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (as applicable) and that, if such transfer occurs prior to the expiration of the Distribution Compliance Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream. The Rule 144A Global Note, the Temporary Regulation S IAI Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Series A Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Series A Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Series A Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Series A Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “Rule 144A Global NoteSecurity”); and Series A Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary permanent global notes securities in fully registered form (collectively, the “Temporary Regulation S Global NoteSecurity”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in the Exhibit 1hereto, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Notes Securities Custodian and registered in the name of the DepositoryDepositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note Security only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary the Regulation S Global Note Security are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, Security and the Temporary Regulation S Global Note and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global NotesSecurities”. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will shall be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Initial Notes will shall be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the DepositoryDepositary or a nominee of the Depositary, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a)the immediately succeeding paragraph, beneficial ownership interests in the Temporary Regulation S Global Note will shall be held only through the Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, societe anonyme (“Clearstream”) (as indirect participants in the Depositary) and shall not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) Note or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in the form attached hereto as Exhibit 3 or otherwise in a form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require is exempt from the registration requirements under the Securities Act. Prior to the expiration of the Distribution Compliance Period, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory substantially similar to the Issuer and the Trusteethat attached hereto as Exhibit 2) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred (a) to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) QIB that is purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (cb) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, subject to Applicable Procedures, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory substantially similar to the Issuer and the Trusteethat attached hereto as Exhibit 2) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will shall be offered and sold by the Issuer Company pursuant to a the Purchase Agreement. The Initial Notes will shall be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will shall be held only through the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) (as indirect participants in the Depository) and shall not be exchangeable for interests in a the Rule 144A Global Note, a permanent Regulation S global note in fully registered form (the “Permanent Regulation S Global Note”, ” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in the form reasonably attached hereto as Exhibit 3 or otherwise in a form satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by nonNon-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require is exempt from the registration requirements under the Securities Act. Prior to the expiration of the Distribution Compliance Period, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory substantially similar to the Issuer and the Trusteethat attached hereto as Exhibit 2) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred (a) to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) QIB that is purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (cb) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory substantially similar to the Issuer and the Trusteethat attached hereto as Exhibit 2) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 to the 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 Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, ,” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Note or the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by nonNon-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Note, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to the Issuer and the Trusteeprovided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Exchange Global Note are collectively referred to herein as “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will and the notation relating to --------------- the Trustee's certificate of authentication thereof, shall be offered substantially in the form of Exhibits A or B, as applicable. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and sold the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by the Issuer pursuant their execution and delivery of this Indenture, expressly agree to a Purchase Agreementsuch terms and provisions and to be bound thereby. The Notes will initially be resold initially only to (i) Persons reasonably believed to be QIBs represented by the Global Notes. Notes offered and sold in their initial distribution in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be initially issued initially as one or more global notes in registered, global form without interest coupons, substantially in the form of one or more permanent global notes Exhibit A hereto, with such applicable legends as are provided in fully registered form (collectivelyExhibit A, except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the “"Rule 144A Global Note”); and ." Such Rule 144A Global Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which shall be deposited on --------------------- behalf of the purchasers holders of the Notes represented thereby with the Notes Custodian Common ------ Depositary for Euroclear and Cedelbank (each, a "Depositary" and together, the ---------- ---------- "Depositaries"), at its London office, as custodian for the Depositaries, and ------------ registered in the name of the Depository, a Depositary or its respective nominee duly executed by the Issuer Company and authenticated by the Trustee or an Authenticating Agent as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable herein for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior credit to the expiration accounts of designated agents holding on behalf of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, Depositaries (or such other accounts as they may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”direct). The aggregate principal amount of the Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and Common Depositary, as custodian for the Depository Depositary, or the records of the Depositary or its nominee nominee, as the case may be, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Notes, if any, evidencing the debt, or any portion of the debt, initially evidenced by such Rule 144A Global Note, shall collectively be referred to herein as the "Rule ---- 144A Notes." ---------- Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued as one or more global notes, in registered global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Global Notes, as the case may be, shall be referred to collectively herein as the "Regulation S Global ------------------- Note." Such Regulation S Global Note shall be deposited on behalf of the ---- holders of the Notes represented thereby with the Common Depositary, at its London office, as custodian for the Depositaries, and registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee or an Authenticating Agent as provided herein, for credit to the accounts of the designated agents holding on behalf of each Depositary (or such other accounts as they may direct). The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Common Depositary, as custodian for the Depositaries, or the records of the Depositary or its nominee, as the case may be, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "Regulation S Notes". ------------------

Form and Dating. The Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreementpurchase agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). S. Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Global Notes that bear the Rule 144A Legend in fully registered form (collectively, the “Rule 144A Global Note”); ) and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes Global Notes that bear the Regulation S Legend representing Notes issued and sold in reliance on Rule 903 of Regulation S in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1Section 2.2(e) hereof, 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 DepositoryDepositary or a nominee of the Depositary, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) Note or any other Note prior to the expiration of the Distribution Compliance Restricted Period and then, after the expiration of the Distribution Compliance Restricted Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in the form reasonably satisfactory to the Issuer and the Trustee provided in this Indenture that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate Appendix 1 (in a the form satisfactory to the Issuer and the Trusteeprovided in this Indenture) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States states of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to the Issuer and the Trusteeprovided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided. By its acceptance of any Note bearing the Restricted Legend or Regulation S Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend or Regulation S Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.

Form and Dating. The Notes Initial Securities will be offered and sold by the Issuer Company pursuant to a the Purchase Agreement. The Notes Initial Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes Initial Securities may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “Rule 144A Global NoteSecurity”); Initial Securities initially resold to IAIs shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “IAI Global Security”); and Notes Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes Securities in fully registered form (collectively, the “Temporary Regulation S Global NoteSecurity”), in each case without interest coupons and with the global notes Securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes Initial Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global NoteSecurity, the IAI Global Security, a permanent global note Security (the “Permanent Regulation S Global NoteSecurity”, and together with the Temporary Regulation S Global NoteSecurity, the “Regulation S Global NoteSecurity”) or any other Note Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global NoteSecurity, an IAI Global Security or the Permanent Regulation S Global Note or a Definitive Note Security only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (ii) in the case of an exchange for a Definitive Notean IAI Global Security, certification that the interest in compliance with the requirements Temporary Regulation S Global Security is being transferred to an IAI acquiring the Securities for its own account or for the account of Section 2.4(a) hereofanother IAI. Beneficial interests in Temporary Regulation S Global Notes Securities (after the expiration of the Distribution Compliance Period) or IAI Global Securities may be exchanged for interests in Rule 144A Global Notes Securities if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Security or the IAI Global Security, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note Security or the IAI Global Security, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Securities (after the expiration of the Distribution Compliance Period) and Rule 144A Global Securities may be exchanged for an interest in IAI Global Securities if (1) such exchange occurs in connection with a transfer of the Securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Security or Rule 144A Global Security, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Security or Rule 144A Global Security, as applicable, is being transferred (a) to an IAI acquiring the Securities for its own account or for the account of another IAI investor, in each case in a minimum principal amount of the Securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note Security or an IAI Global Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to the Issuer and the Trusteeprovided in this Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global NoteSecurity, the IAI Global Security, the Temporary Regulation S Global Note Security and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global NotesSecurities”. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes Initial Securities will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes Initial Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “Rule 144A Global NoteSecurity”); ) and Notes Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global NoteSecurity”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 1A hereto, which shall be deposited on behalf of the purchasers of the Notes Initial Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) Security or any other Note Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Security only upon delivery to the Permanent Regulation S Global Note or a Definitive Note only (i) upon Registrar and the Issuer of the certification in the form reasonably satisfactory to the Issuer and the Trustee provided for in Exhibits C or D, as applicable, that beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes Securities may be transferred or exchanged for interests in Rule 144A Global Notes Securities or IAI Global Securities if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Securities first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest provided for in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIBExhibit C or D, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictionsas applicable. Beneficial interests in a Rule 144A Global Note Securities or IAI Global Securities may be transferred to a Person who takes delivery or exchanged for interests in the form of an interest in a Regulation S Global NoteSecurities, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory provided for in Exhibit C or D, as applicable. Beneficial interests in a Rule 144A Global Securities may be transferred or exchanged for interests in IAI Global Securities if the transferor of the beneficial interest in the Rule 144A Global Securities first delivers to the Issuer and Trustee a written certificate in a form provided for in Exhibit C or D, as applicable. Beneficial interests in IAI Global Securities may be transferred or exchanged for interests in Rule 144A Global Securities if the Trustee) transferor of the beneficial interest in the IAI Global Securities first delivers to the effect that such transfer is being made Trustee a written certificate in accordance with Rule 903 a form provided for in Exhibit C or 904 of Regulation S. D, as applicable. The Rule 144A Global NoteSecurity, the Temporary Regulation S Global Note Security and the Permanent Regulation S IAI Global Note Security are collectively referred to herein as “Global NotesSecurities”. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes Securities will be offered and sold by the Issuer Company pursuant to a Rule 144A Purchase Agreement. The Notes Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “Rule 144A Global NoteSecurity”); and Notes initially Securities resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “Temporary Regulation S Global NoteSecurity”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee Authenticating Agent as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership Beneficial interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes Securities if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Security first delivers to the Trustee Registrar a written certificate (in a form satisfactory to the Issuer and the TrusteeRegistrar) to the effect that the beneficial interest in the Temporary Regulation S Global Note Security, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee Registrar a written certificate (in a the form satisfactory to set forth on the Issuer and reverse of the TrusteeSecurity) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, Security and the Temporary Regulation S Global Note and the Permanent Regulation S Global Note Security are collectively referred to herein as “Global Notes”. Securities.” The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will be Initial Securities were offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes Initial Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent securities in registered, global notes in fully registered form (collectively, the “Rule 144A Global NoteSecurity”); and Notes Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary securities in registered, global notes in fully registered form (collectively, the “Temporary Regulation S Temporary Global NoteSecurity”), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes Initial Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this the Indenture. Until the expiration of the Restricted Period, beneficial ownership interests in the Regulation S Temporary Global Securities may be held only through Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, Société Anonyme (“Clearstream, Luxembourg”), as indirect participants in DTC, unless transferred to a Person that takes delivery through a Rule 144A Global Security in accordance with the certification requirements described in the second succeeding paragraph below. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Temporary Global Note Security will not be exchangeable for interests in a the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) Security or any other Note Security prior to the expiration of the Distribution Compliance Restricted Period and then, after the expiration of the Distribution Compliance Restricted Period, may be exchanged for interests one or more permanent securities in a Rule 144A Global Noteregistered, global form without interest coupons (collectively, the “Regulation S Permanent Global Security” and, together with the Regulation S Temporary Global Security, the “Regulation S Global Note Security”) or a Definitive Note only Security upon (i) upon delivery to DTC of certification of compliance with the transfer restrictions applicable to the Securities and pursuant to Regulation S as provided in the Indenture, (ii) a certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Temporary Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, Act and (iiiii) in the case of an exchange for a Definitive NoteSecurities, in compliance with the requirements of described in Section 2.4(a) hereofof this Appendix. Beneficial Definitive Securities may not be exchanged for beneficial interests in Temporary any Global Security unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Securities. Prior to the expiration of the Restricted Period, beneficial interests in Regulation S Global Notes Securities may be exchanged for interests in Rule 144A Global Notes Securities only if (1) such exchange occurs in connection with a transfer of Notes in compliance with Securities pursuant to Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Security first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that the beneficial interest in the Temporary Regulation S Global Note Security is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States states of the United States and other jurisdictionsjurisdictions and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream, Luxembourg. Beneficial interests in a Rule 144A Global Note Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if available). The Rule 144A Global NoteSecurity, the Temporary Regulation S Global Note Security and any Global Securities in fully registered form without the Permanent Regulation S Global Note Restricted Securities Legend are collectively referred to herein as “Global Notes”. Securities.” The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. (a) The Notes will be Initial Securities are being offered and sold by the Issuer Issuers to the Initial Purchasers pursuant to a the Purchase Agreement. The Notes Initial Securities will be resold initially by the Initial Purchasers only to (iA) Persons reasonably believed to be QIBs qualified institutional buyers (as defined in reliance on Rule 144A under the Securities Act (“"Rule 144A”")) in reliance on Rule 144A ("QIBs") and (iiB) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“"Regulation S”"). Notes ) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to, to among others, QIBs and QIBs, purchasers in reliance on Regulation S, subject to S and IAIs in accordance with Rule 501 of the restrictions on transfer set forth Securities Act in accordance with the procedure described herein. Notes initially resold pursuant Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A shall (the "Rule 144A Note") will be issued initially on the Issue Date in the form of one or more a permanent global notes Security, without interest coupons, substantially in fully registered the form of Exhibit A, which is incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (collectively, the “"Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”"), in each case without interest coupons and deposited with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1Trustee, 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 Depositoryas custodian for DTC, duly executed by the Issuer Issuers and authenticated by the Trustee as provided in this Indenturehereinafter provided. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a The Rule 144A Global Note may be transferred represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”single certificate. The aggregate principal amount of the Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Trustee, as custodian for DTC or its nominee nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form set forth in Exhibit A, which is incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the "Regulation S Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuers and authenticated by the 16 9 Trustee as hereinafter provided. 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 the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "Institutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in Section 2.1(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note 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. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange 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 Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities."

Form and Dating. The Notes Initial Securities will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes Initial Securities will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“"Rule 144A”") and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“"Regulation S”"). Notes Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Securities in definitive, fully registered form (collectively, the “"Rule 144A Global Note”Security"); , and Notes Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes securities in fully registered form (collectively, the “"Temporary Regulation S Global Note”Security"), in each case without interest coupons and with the global notes securities legend and the applicable restricted notes securities legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Notes Initial Securities represented thereby with the Notes Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note Security will not be exchangeable for interests in a the Rule 144A Global NoteSecurity, a permanent global note security (the “"Permanent Regulation S Global Note”Security", and together with the Temporary Regulation S Global NoteSecurity, the “"Regulation S Global Note”Security") or any other Note Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, Security or the Permanent Regulation S Global Note or a Definitive Note Security only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note Security are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes Securities may be exchanged for interests in Rule 144A Global Notes Securities if (1) such exchange occurs in connection with a transfer of Notes Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note Security first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note Security is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global NoteSecurity, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global NoteSecurity, the Temporary Regulation S Global Note Security and the Permanent Regulation S Global Note Security are collectively referred to herein as “"Global Notes”Securities". The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Form and Dating. The Notes will and the Trustee's certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A-1, with respect to the Floating Rate Notes, and Exhibit A-2, with respect to the Fixed Rate Notes, which are incorporated in and form a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rule or usage to which the Issuer is subject. Without limiting the generality of the foregoing, Notes offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs Qualified Institutional Buyers in reliance on Rule 144A under ("Rule 144A Notes") shall bear the Securities Act (“Rule 144A”) Private Placement Legend and (ii) Persons other than U.S. Persons (as defined include the form of assignment set forth in Regulation S) Exhibit B and Notes offered and sold in offshore transactions in reliance on Regulation S under ("Regulation S Notes") shall bear the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs Private Placement Legend and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in include the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend assignment set forth in Exhibit 1, which B. Notes transferred pursuant to Section 2.17(a) ("Other Notes") shall be deposited on behalf represented by a Physical Note bearing the Private Placement Legend. Each Note shall be dated the date of its authentication. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. Upon the occurrence of the purchasers exchange offer in accordance with the Registration Rights Agreement, Exchange Notes issued by the Issuer shall be substantially in the form set forth in Exhibit A-1 if exchanged for the Floating Rate Notes and Exhibit A-2 if exchanged for the Fixed Rate Notes (but shall not contain paragraph 9 thereof). The terms and provisions contained in the Notes shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Issuer, any Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. However, to the extent any provision of the Notes represented thereby conflicts with the Notes Custodian and registered in the name provisions of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration provisions of the Distribution Compliance Period this Indenture shall govern and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereofcontrolling. Beneficial interests in Temporary Regulation S Global The Notes may be exchanged presented for interests in Rule 144A Global Notes if (1) such registration of transfer and exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) at the transferor offices of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter providedRegistrar.

Form and Dating. The Notes will be offered and sold by the Issuer Company pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); ) and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, 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 DepositoryDepositary or a nominee of the Depositary, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, ,” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons persons or U.S. Persons persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (substantially in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a the form satisfactory to provided in the Issuer and the TrusteeIndenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as the “Global Notes”. .” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided.

Form and Dating. The Initial Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A (“Rule 144A Notes”) under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions or in reliance on Regulation S (“Regulation S Notes”) under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among othersin each case as provided in a Purchase Agreement, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form without interest coupons with the global Notes legend and restricted Notes legend set forth in Annex A to this Fifth Supplemental Indenture (collectivelyeach, the a “Rule 144A Restricted Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian Trustee, as custodian for the Depositary (or with such other custodian as the Depositary may direct), and registered in the name of the DepositoryDepositary or a nominee of the Depositary, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictionshereinafter provided. Beneficial interests in a Restricted Global Note representing Initial Notes sold in reliance on either Rule 144A Global Note or Regulation S may be transferred to a Person who takes delivery held through Euroclear or Clearstream, as indirect participants in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”Depositary. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided. Additional Notes or other Notes, in each case that are not Transfer Restricted Securities, shall be issued in global form (with the global Notes legend set forth in Annex A) or in certificated form as provided in this Indenture. Notes issued in global form and Restricted Global Notes are sometimes referred to in this Appendix as “Global Notes.” The Global Notes are “Global Securities” within the meaning of this Indenture, and shall be subject to the further provisions of this Indenture with respect thereto.

Form and Dating. (a) The Notes and the certificate of authentication of the Trustee or an authenticating agent appointed on its behalf pursuant to Section 2.02 shall be substantially in the form of Exhibit A hereto, bearing such legends as are required pursuant to this Section 2.01. The Notes may have notations, legends or endorsements required by this Indenture, law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 principal amount and integral multiples thereof. The Old Notes and the New Notes shall be considered collectively to be a single class for all purposes of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Any Old Notes that remain outstanding after the Exchange Offer will be aggregated with the New Notes, and the Holders of such Old Notes and the New Notes will vote together as a single series for all such purposes. Accordingly, all references herein shall be deemed to mean, at any time after the Exchange Offer is consummated, such percentages in aggregate principal amount of the Old Notes and the New Notes then outstanding. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Old Notes offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”"RULE 144A NOTES") and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Global Notes in definitive, fully registered form (collectivelyform, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially without interest coupons, substantially in the form of one or more temporary global notes in fully registered form Exhibit A hereto, bearing such legends as are required pursuant to this Section 2.01 (collectively, the “Temporary Regulation S Global Note”"RESTRICTED GLOBAL NOTES"), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1, which shall will be deposited on the Issue Date with, or on behalf of of, the purchasers of the Notes represented thereby with the Notes Custodian Depositary and registered in the name of Cede & Co., as nominee of the DepositoryDepositary (such nominee being referred to herein as the "GLOBAL NOTE HOLDER"), duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and Trustee, as custodian for the Depository Depositary or its nominee nominee, as hereinafter provided. Old Notes sold in offshore transactions in reliance on Regulation S under the Securities Act ("REGULATION S NOTES") will initially be represented by one or more temporary Global Notes in definitive, fully registered form without interest coupons (each a "REGULATION S TEMPORARY GLOBAL NOTE") and will be deposited with the Trustee as custodian for, and registered in the name of Cede & Co., as nominee of the Depositary for the accounts of Morgxx Xxxranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("EUROCLEAR"), and Cedel Bank, societe anonyme ("CEDEL BANK"). Each Regulation S Temporary Global Note will be exchangeable for one or more permanent global Notes (each a "REGULATION S PERMANENT GLOBAL NOTE" and together with the Regulation S Temporary Global Notes, the "REGULATION S GLOBAL NOTES") on or after the 40th day following the latest of the commencement of the offering of the Old Notes and the Issue Date upon delivery to the Company of certificates of compliance with the transfer restrictions applicable to the Old Notes and pursuant to Regulation S under the Securities Act. Prior to such 40th day, beneficial interests in a Regulation S Temporary Global Note may be held only through Euroclear or Cedel Bank. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the nominee of the Depositary for the Regulation S Global Notes, for the accounts of Euroclear and Cedel Bank, as hereinafter provided. Any Person having a beneficial interest in the Global Notes may, upon request to the Trustee, exchange such beneficial interest for Notes in definitive form (each a "CERTIFICATED NOTE"). Certificated Notes issued in exchange for interests in any Regulation S Global Note are sometimes referred to as the "OFFSHORE CERTIFICATED NOTES." Upon any such issuance, the Trustee is required to register such Notes in the name of, and cause the same to be delivered to, such Persons or Persons (or the nominee of any thereof). Such Notes will be issued in fully registered form and will be subject to transfer restrictions. In addition, if (i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to act as a depositary and the Company is unable to locate a qualified successor within 90 days or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes, then, upon surrender by the relevant Global Except as otherwise provided in Section 2.08(e), each Restricted Global Note, each Regulation S Global Note and each Certificated Note shall bear the legend (the "SECURITIES ACT LEGEND") set forth below on the face thereof: "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY (1) BY ITS ACQUISITION HEREOF REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE SECURITY EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND (2) IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (X) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE COMPANY OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (Y) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE

Form and Dating. The Initial Notes issued on the date hereof will be offered and sold privately placed by the Issuer pursuant to a the terms and provisions of the Offering Memorandum and the Investor Purchase Agreement. The Notes will be resold initially Agreement only to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and ), (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”) or (iii) institutional accredited investors as described in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act (collectively, the “Eligible Holders”). Initial Notes may thereafter be transferred to, among others, QIBs QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold issued pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”); Initial Notes initially issued to IAIs shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary permanent global notes Notes in definitive, fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 11 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership Beneficial interests in the Temporary Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, a permanent global note Notes (the “Permanent Regulation S Global Note”, and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note ) or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof. Beneficial interests in Temporary Regulation S IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (substantially in a the form satisfactory to the Issuer and the Trusteeof Exhibit 2) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) whom who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable laws of the States of the United States and other jurisdictions. Beneficial interests in Regulation S Global Notes (after the expiration of the Distribution Compliance Period) and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the Notes in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit 3) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3), (7) and (8) under the Securities Act that is an institutional investor acquiring the Notes for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Notes of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (substantially in a the form satisfactory to the Issuer and the Trusteeof Exhibit 4) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S. S or Rule 144 (if applicable). The Rule 144A Global Note, the Temporary Regulation S IAI Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.