Common use of Form of Notes Clause in Contracts

Form of Notes. Notes shall be issued initially in Book-Entry Only Form represented by one or more fully registered Global Notes and shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) held by, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of the Depositary or its nominee, and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will be made by the Depositary only through the Book-Entry System. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Form of Notes. (a) If the Issuer establishes pursuant to Section 2.2(c) that the Notes shall are to be issued initially in as Book-Entry Only Form represented by Notes, then the Issuer will execute and the Indenture Trustee or its agent will, in accordance with Section 2.2, authenticate and deliver, one or more fully registered definitive Global Notes Notes, which (1) will represent, and shall will be substantially denominated in an amount equal to the form of Exhibit A attached hereto (including the aggregate initial Note balance to be represented by such Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) held byor Notes, or on behalf ofsuch portion thereof as the Issuer will specify in an Issuer Order, the Depositary (for its Participants2) and will be registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of the Depositary Depository for such Global Note or Notes or its nominee; (3) will be delivered by the Indenture Trustee or its agent to the Depository or pursuant to the Depository’s instruction (and which may be held by the Indenture Trustee or an agent of the Indenture Trustee as custodian for the Depository, if so specified in the related Depository Agreement), (4) if applicable, will bear a legend substantially to the following effect: “Unless this Note is presented by an authorized representative of the Depository, to the Issuer or its agent for registration of transfer, exchange or payment, and it any Note issued is expressly acknowledged that registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of the Depository (and any payment is made to Cede & Co. or to such registrations other entity as is requested by an authorized representative of ownership and transfers of such Global Note(sthe Depository), any transfer, pledge or interests other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein” and (5) may bear such other legend as the Issuer, upon advice of Participants thereincounsel, will deems to be made by applicable. (b) The Note Registrar and the Depositary only through Indenture Trustee may deal with the Depository as the sole Noteholder of the Book-Entry SystemNotes except as otherwise provided in this Indenture. (c) The rights of the Noteholders may be exercised only through the Depository and will be limited to those established by law and agreements between the Noteholders and the Depository and/or its participants under the Depository Agreement. (d) The Depository will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to the participants. (e) The Indenture Trustee, the Note Registrar, and the Paying Agent shall have no responsibility or liability for any actions taken or not taken by the Depository. (f) If this Indenture requires or permits actions to be taken based on instructions or directions of the Noteholders of a stated percentage of the Outstanding Amount of the Notes, the Depository will be deemed to represent those Noteholders only if it has received instructions to that effect from Noteholders and/or the Depository’s participants owning or representing, the required percentage of the beneficial interest of the Notes and has delivered the instructions to the Indenture Trustee. (g) The Issuer in issuing Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Noteholders; 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 or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. Notes issued The Issuer will promptly notify the Indenture Trustee and each Noteholder in definitive form shall be substantially writing of any change in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global NoteCUSIP” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofnumbers.

Form of Notes. Notes shall be issued initially in Book-Entry Only Form represented by one or more fully registered Global Notes and global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) held by, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of the Depositary or its nominee, and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will be made by the Depositary only through the Book-Entry System. Definitive Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof2.12 hereof and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. (a) Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued initially in Book-Entry Only Form represented by the form of one or more Global Notes in definitive, fully registered Global Notes and shall be form, without interest coupons, substantially in the form of Exhibit A attached hereto (including referred to collectively as the “Rule 144A Global Note”). The Rule 144A Global Note Legend thereon and shall be deposited on the “Schedule date of Exchanges the closing of Interests in the Global Note” attached thereto) held bysale of the Notes with, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of Cede & Co., as nominee of the Depositary or its nominee, Depositary. Interests in the Rule 144A Global Note shall be available for purchase only by QIBs. (b) Notes offered and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will sold in offshore transactions to Non-U.S. Persons in reliance on Regulation S shall initially be made by the Depositary only through the Book-Entry System. Notes issued in definitive the form shall be of one or more temporary Global Notes in definitive, fully registered form, without interest coupons, substantially in the form of Exhibit A attached hereto (but without referred to collectively as the “Regulation S Temporary Global Note”). Beneficial interests in the Regulation S Temporary Global Note Legend thereon and without will be exchanged for beneficial interests in a corresponding Global Note in permanent form (referred to as the “Schedule of Exchanges of Interests in the Regulation S Permanent Global Note” attached thereto). and referred to together with the Regulation S Temporary Global Note as the “Regulation S Global Notes”) within a reasonable period after the expiration of the Distribution Compliance Period upon the certification required by Regulation S. Each Regulation S Global Note shall represent such aggregate principal amount be deposited upon issuance with, or on behalf of, a custodian for the Depositary in the manner described in Section 1.05(a) for credit to the respective accounts of the outstanding Notes purchasers, or to other accounts as shall they may direct, at Euroclear or Clearstream. Prior to the expiration of the Distribution Compliance Period, interests in the Regulation S Temporary Global Note may only be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced held through Euroclear or increasedClearstream, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease indirect participants in the aggregate principal amount of outstanding Notes represented thereby shall be made by Depositary, unless exchanged for interests in the Trustee or the Custodian, at the direction of the TrusteeRule 144A Global Note, in accordance with instructions given the transfer and certification requirements provided by Section 1.06. (c) Except as otherwise provided herein, the Holder Rule 144A Global Note and the Regulation S Global Note may be transferred, in whole and not in part, solely to another nominee of the Depositary or to a successor of the Depositary or its nominee. Owners of beneficial interests in the Global Notes will not be considered the Holders thereof for any purpose under the Indenture, and beneficial interests in the Global Notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described in Section 1.06. The rights of Holders of such Global Note shall be exercised only through the Depositary. Any beneficial interest in a Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for so long as it remains such an interest. A Global Note shall be exchangeable for Notes registered in the names of Persons other than the Depositary or its nominee only in accordance with Section 2.03 of the Original Indenture. Any Global Note that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall direct and Notes issued in exchange for Rule 144A Global Notes and Regulation S Global Notes pursuant to the preceding sentence will bear, and be subject to, the legends relating to restrictions on transfer required by Section 2.06 hereof1.07.

Form of Notes. Notes shall be issued initially in Book-Entry Only Form represented by one or more fully registered Global Notes and global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) held by, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of the Depositary or its nominee, and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will be made by the Depositary only through the Book-Entry System. Definitive Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofthis Indenture and shall be made on the records of the Trustee and the Depository. Members of, or participants in, the Depository (“Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or (B) impair, as between the Depository and its Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. (a) The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. Any PIK Notes that are Physical Notes will be issued with the designation “PIK Note” on the face of such PIK Note. To the extent applicable, the Company, the Trustee and the Collateral Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. (b) All of the Notes shall be issued initially in Book-Entry Only Form represented by the form of, at the option of each Investor, (i) one or more fully Physical Notes, registered in such names and authorized in such denominations as an Investor shall request, duly executed by the Company and authenticated by the Trustee as hereinafter provided or (ii) subject to the Notes meeting the eligibility requirements of the Depositary one or more Notes in global form (each, a “Global Note”), which shall be assigned one or more CUSIP numbers and be deposited on behalf of such Holder with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Upon request of any Holder, subject to the Notes meeting the eligibility requirements of the Depositary, any of such Holder’s Physical Notes shall be exchanged for one or more Global Notes and no later than two (2) Trading Days (or, if less, the number of days comprising the Standard Settlement Period) following the delivery by a Holder to the Company of a written request for such exchange. Upon request of any Holder, any of such ▇▇▇▇▇▇’s beneficial interests in the Notes represented by a Global Note shall be substantially exchanged for one or more Physical Notes no later than two (2) Trading Days (or, if less, the number of days comprising the Standard Settlement Period) following the delivery by a Holder to the Company of a written request for such exchange. The transfer and exchange of beneficial interests in a Global Note that do not involve the form issuance of Exhibit A attached hereto a Physical Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture (including the Global Note Legend thereon restrictions on transfer set forth herein) and the “Schedule of Exchanges of Interests in procedures for the Depositary therefor. Each Physical Note or Global Note” attached thereto) held by, or on behalf ofas applicable, the Depositary (for its Participants) and registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of the Depositary or its nominee, and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will be made by the Depositary only through the Book-Entry System. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of the outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of the outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, cancellations, transfers or exchanges and redemptions and transfers of interests thereinpermitted thereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal (the Optional Redemption Price, and the Make Whole Amount, in each case if applicable) of, and accrued and unpaid interest, if any, on, a Global Note shall be made to the Holder of such Notes on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any Applicable Law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any such special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Authorized Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. (c) If requested by any Investor, the Company shall execute and the Trustee shall, in accordance with this Section 2.02(c) authenticate and deliver initially one or more Physical Notes that (1) shall be registered in such names and authorized in such denominations as each Investor shall request, and (2) shall be delivered by the Trustee to each Investor or pursuant to such Investor’s instructions as specified in the applicable Company Order. (d) If requested by any Investor, the Company shall execute and the Trustee shall, in accordance with this Section 2.02(d), authenticate and deliver one or more Global Notes that (1) shall be registered in the name of the Depositary, (2) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions, (3) shall be assigned a restricted or unrestricted CUSIP number, as applicable, and (4) shall bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY AS DESCRIBED IN THE INDENTURE AND UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OF ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. None of the Trustee, the Note Registrar, or the Paying Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on the transfer of any interest in any Notes imposed under this Indenture or under Applicable Laws (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. (e) If the Company elects to pay PIK Interest in respect of the Notes as set forth in Section 2.03 below, either the outstanding principal amount of the Notes shall be increased to reflect such PIK Interest or additional Notes (the “PIK Notes”) reflecting such PIK Interest shall be issued under this Indenture having the same terms (except that PIK Notes shall be made in a minimum denomination of $1.00 and integral multiples of $1.00) as the Notes (in each case, a “PIK Payment”), as provided in Section 2.03(b). In the event that the Company shall determine to pay PIK Interest for any Interest Period, then the Company shall deliver a PIK Notice (as defined below) to the Trustee as required by Section 2.06 hereofthe form of Note in Exhibit A. Any PIK Notes will be considered to be part of the same series of, and rank equally and ratably with all other, Notes issued under this Indenture. The aggregate principal amount of outstanding Notes represented by a Global Note shall from time to time be increased, as applicable, to reflect PIK Interest. (f) The legend substantially in the following form shall also be included on any Notes issued with OID, as defined below: THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. UPON REQUEST, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO A HOLDER OF THIS NOTE INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THE NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUER AT NANOSTRING TECHNOLOGIES, INC. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ATTENTION: LEGAL DEPARTMENT, OR VIA FAX AT (▇▇▇) ▇▇▇-▇▇▇▇.

Form of Notes. Notes initially offered and sold to U.S. investors shall be issued initially in Book-Entry Only Form represented by the form of one or more fully permanent global certificates in registered form (the "DTC Global Notes Note"), deposited with the Trustee, as custodian for DTC (in such capacity, the "Custodian"), duly executed by the Company and authenticated by the Trustee as provided above. The face of the DTC Global Note shall be substantially in the form of Exhibit A attached hereto (including Section 202 and shall bear the Global Note Legend thereon and legend included therein. Notes sold outside of the “Schedule of Exchanges of Interests United States to non-U.S. persons shall be issued in the form of one permanent global certificate in bearer form (the "DBC Global Note” attached thereto"), deposited with Deutsche Borse Clearing, Frankfurt am Main ("DBC") held by, or on behalf of, duly executed by the Depositary (for its Participants) Company and registered on the Security Register maintained authenticated by the Trustee pursuant to Section 2.03 in the name as provided above. The face of the Depositary or its nominee, and it is expressly acknowledged that any such registrations of ownership and transfers of such DBC Global Note(s), or interests of Participants therein, will be made by the Depositary only through the Book-Entry System. Notes issued in definitive form Note shall be substantially in the form of Exhibit A attached hereto (but without Section 203 and shall bear the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto)legend included therein. Each Global Note shall represent such The aggregate principal amount of each of the outstanding Notes as shall be specified therein DTC Global Note and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that DBC Global Note (together, the aggregate principal amount of outstanding Notes represented thereby "Global Notes") may from time to time be reduced increased or increased, decreased by adjustments made on the records of the Registrar as appropriate, to reflect exchanges and redemptions and transfers of interests thereinhereinafter provided. Any endorsement of a Every Global Note shall have affixed to reflect its reverse a schedule for the amount purpose of any increase or decrease in recording such adjustments. Together, the Notes represented by the DBC Global Note and the DTC Global Note will be equal to the aggregate principal amount of the Notes outstanding at any time. The Global Notes represented thereby shall be made typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the Trustee or rules of any securities exchange on which the CustodianNotes may be listed, at the direction of the Trustee, in accordance with instructions given all as determined by the Holder thereof officers executing such Notes, as required evidenced by Section 2.06 hereoftheir execution of such Notes.

Form of Notes. (a) Initial Notes offered and sold to a QIB in reliance on Rule 144A under the Securities Act ("Rule 144A") or in reliance on Regulation S under the Securities Act ("Regulation S"), in each case as provided in the Purchase Agreement, and Private Exchange Notes, as provided in the Registration Rights Agreement, shall be issued initially in Book-Entry Only Form represented by the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the global securities legend and restricted securities legend set forth in Exhibit 1 hereto (each, a "Restricted Global Note"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian (or with such other Securities Custodian as the Depository may direct), and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. 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 securities legend set forth in Exhibit 1 hereto). Exchange Notes issued in global form and Restricted Global Notes are sometimes referred to in this Third Supplemental Indenture as "Global Notes." The form of Exchange Notes and Private Exchange Notes shall be substantially in the form of as set forth in Exhibit A 2 attached hereto (including hereto. The Depositary for the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) held by, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of the Depositary or its nominee, and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will be made by the Depositary only through the Book-Entry System. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increasedThe Depository Trust Company, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofNew York corporation.

Form of Notes. The Initial Notes shall be issued initially as Definitive Notes and, until delivery by SFC of the Rule 144A Availability Notice to the Trustee, any other Note issued by the Company or issued upon exchange or transfer pursuant to the terms hereof shall be issued as a Definitive Note. Notes issued in Book-Entry Only Form represented by one or more fully registered Global Notes and global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto) held by, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of the Depositary or its nominee, and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will be made by the Depositary only through the Book-Entry System. Notes issued in definitive form as Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Form of Notes. Notes sold to Institutional Accredited Investors that are neither QIBs nor Non-U.S. Persons shall be issued initially in Book-Entry Only Form represented by one or more fully registered Global Notes and shall be definitive form in substantially in the form of Exhibit A attached hereto (including "definitive Notes"), with the Global Note Legend thereon and legends in substantially the “Schedule of Exchanges of Interests form indicated in Notes held by QIBs shall be issued initially in the form of one or more global Notes (the "Restricted Global Note” attached thereto) held by, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of the Depositary or its nominee, and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s"), or interests of Participants therein, will be made by the Depositary only through the Book-Entry System. Notes issued in definitive form shall be substantially in the form of Exhibit A attached B hereto, with the legends in substantially the form indicated in Exhibit B hereto (but without the and such other legends as may be applicable thereto, which Restricted Global Note Legend thereon shall be deposited on behalf of the holders of the Notes represented thereby with the Depositary and without the “Schedule of Exchanges of Interests registered in the name of Cede & Co. ("Cede") as nominee of the Depositary, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Notes offered and sold to persons outside the United States (each, a "Non-U.S. Person") in reliance on Regulation S shall be issued initially in the form of a global Note (the "Regulation S Global Note” attached "), substantially in the form of Exhibit C hereto, with the legends in substantially the form set forth in Exhibit C hereto and such other legends as may be applicable thereto, which Regulation S Global Note shall be deposited on behalf of the holders of the Notes represented thereby with or on behalf of the Depositary, and registered in the name of Cede & Co. as nominee of the Depositary, duly executed by the Company and authenticated by the Trustee or an authenticating agent as provided herein, for credit to the accounts of Euroclear and Cedel (or such other accounts as they may direct). Each Prior to and including the 40th day after the later of the commencement of the offering of the Notes and the Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Note may only be held through Euroclear or Cedel. During the Restricted Period, interests in the Regulation S Global Note may be exchanged for interests in the Restricted Global Note or for definitive Notes only in accordance with the certification requirements described in this Article II. QIBs and, after the expiration of the Restricted Period, Non-U.S. Persons may request that definitive Notes be issued in exchange for Notes represented by the applicable global Note. In addition, if at any time the Depositary for the global Notes is unable or unwilling to act as Depositary and no successor Depositary is appointed pursuant to Section 2.5(c), definitive Notes may be issued in exchange for Notes represented by the global Notes. Unless determined otherwise by the Company in accordance with applicable law, after the expiration of the Restricted Period, definitive Notes issued upon transfer or exchange of beneficial interests in Notes represented by the Regulation S Global Note shall not bear the legend set forth in Section 2.5(c). Any definitive Note issued to a QIB pursuant to this paragraph shall bear the legend set forth in Section 2.5(c). Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the Company officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or Any global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptions and transfers of interests thereinpermitted hereby. Any endorsement of a Global global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with such manner and upon written instructions given by the Holder thereof holder of such Notes in accordance with the Indenture. Payment of principal of and interest and premium, if any, on any global Note shall be made in accordance with the provisions of Section 2.3. The terms and provisions contained in the forms of Notes attached as required Exhibits A, B and C hereto shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Trustee, by Section 2.06 hereoftheir execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. (a) Except as otherwise provided pursuant to this Section 2.2, the Notes are issuable in fully registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000 above that amount with applicable legends as are provided for in Section 2.3 and in the form of one or more permanent global securities, except as provided herein (each a "GLOBAL NOTE" and, collectively, the "GLOBAL NOTES"), the form of which is contained in Exhibit A hereto. The Notes shall not be issuable in bearer form. The terms and provisions contained in the form of Note shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. (b) The Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Notes offered and sold to QIBs in accordance with Rule 144A, as provided in the Purchase Agreement, shall be issued initially in Book-Entry Only Form represented by the form of one or more permanent global Notes in fully registered Global Notes and shall be form without interest coupons, substantially in the form of Exhibit A attached hereto (including hereto, with the applicable legends as provided in Section 2.3. Each Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) held by, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained shall be duly executed by the Trustee pursuant to Section 2.03 Company and authenticated and delivered by the Trustee, and shall be registered in the name of the Depositary or its nominee, nominee and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will be made retained by the Depositary only through the Book-Entry SystemTrustee, as custodian. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such The aggregate principal amount of the outstanding Global Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction records of the Trustee, as custodian, and of the Depositary or its nominee, as hereinafter provided. (c) Physical Notes acquired by QIBs in accordance with instructions given Rule 144A may be exchanged for interests in Global Notes pursuant to Sections 2.8(e) and 2.17 (a) only. Physical Notes shall be duly executed by the Holder thereof as required Company and authenticated and delivered by Section 2.06 hereofthe Trustee.

Form of Notes. (a) Except as otherwise provided pursuant to this Section 2.2, the Notes are issuable in fully registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000 above that amount with applicable legends as are provided for in Section 2.3 and in the form of one or more permanent global securities, except as provided herein (each a "GLOBAL NOTE" and, collectively, the "GLOBAL NOTES"), the form of which is contained in Exhibit A hereto. The Notes shall not be issuable in bearer form. The terms and provisions contained in the form of Note shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. (b) The Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Notes offered and sold to QIBs in accordance with Rule 144A, as provided in the Purchase Agreement, shall be issued initially in Book-Entry Only Form represented by the form of one or more permanent global Notes in fully registered Global Notes and shall be form without interest coupons, substantially in the form of Exhibit A attached hereto hereto, with the applicable legends as provided in Section 2.3 (including each a "GLOBAL NOTE" and collectively the "GLOBAL NOTES"). Each Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) held by, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained shall be duly executed by the Trustee pursuant to Section 2.03 Company and authenticated and delivered by the Trustee, and shall be registered in the name of the Depositary or its nominee, nominee and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will be made retained by the Depositary only through the Book-Entry SystemTrustee, as Custodian. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such The aggregate principal amount of the outstanding Global Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction records of the Trustee, as Custodian, and of the Depositary or its nominee, as hereinafter provided. (c) Physical Notes acquired by QIBs in accordance with instructions given Rule 144A may be exchanged for interests in Global Notes pursuant to Sections 2.8(e) and 2.17 (a) only. Physical Notes shall be duly executed by the Holder thereof as required Company and authenticated and delivered by Section 2.06 hereofthe Trustee.

Form of Notes. Notes shall be issued initially in Book-Entry Only Form represented by one or more fully registered Global Notes and global form shall be substantially in the form of Exhibit A A-1 (in the case of the 2013 Notes), Exhibit A-2 (in the case of the 2018 Notes) or Exhibit A-3 (in the case of the 2038 Notes) attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) held by, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of the Depositary or its nominee, and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests as may be set forth in a supplemental indenture hereto (in the case of Participants therein, will be made by the Depositary only through the Book-Entry SystemNotes of any Additional Series). Notes issued in definitive form shall be substantially in the form of Exhibit A A-1 (in the case of the 2013 Notes), Exhibit A-2 (in the case of the 2018 Notes) or Exhibit A-3 (in the case of the 2038 Notes) attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) or as may be set forth in a supplemental indenture hereto (in the case of the Notes of any Additional Series). Each Global Note shall represent such aggregate principal amount of the such outstanding Notes of the applicable Series as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes of the applicable Series from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented of the applicable Series thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes of the applicable Series represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Form of Notes. 2020 Notes shall be issued initially in Book-Entry Only Form represented by one or more fully registered Global Notes and shall global form will be substantially in the form of Exhibit A attached A-1 hereto and 2025 Notes issued in global form will be substantially in the form of Exhibit A-2 hereto (including including, in each case, the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) held by, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of the Depositary or its nominee, and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will be made by the Depositary only through the Book-Entry System. 2020 Notes issued in definitive form shall will be substantially in the form of Exhibit A attached A-1 hereto and 2025 Notes issued in definitive form will be substantially in the form of Exhibit A-2 hereto (but but, in each case, without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall will represent such aggregate principal amount of the outstanding Notes as shall will be specified therein and each shall provide that it shall represent represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and exchanges, redemptions and transfers of interests thereininterest. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee or the Custodian, at the direction of the Trustee, Trustee in accordance with instructions the instruction given by the Holder thereof as required by Section 2.06 hereof2.06. The terms and provisions contained in the form of 2020 Note attached as Exhibit A-1 hereto and the terms and provisions contained in the form of 2025 Note attached as Exhibit A-2 hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or as may be required for the Notes to be tradable on any market existing or developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject.

Form of Notes. The Initial Notes shall be issued initially as Definitive Notes and, until delivery by SFC of the Rule 144A Availability Notice to the Trustee, any other Note issued by SFC or issued upon exchange or transfer pursuant to the terms hereof shall be issued as Definitive Notes. Notes issued in Book-Entry Only Form represented by one or more fully registered Global Notes and global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto) held by, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of the Depositary or its nominee, and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will be made by the Depositary only through the Book-Entry System. Notes issued in definitive form as Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Form of Notes. Notes shall be issued initially in Book-Entry Only Form represented by one or more fully registered Global The Notes and the Trustee's certificate ------------- of authentication shall be substantially in the form annexed hereto as Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Annex B, which is hereby incorporated in and expressly made a part of this Indenture. The terms and provisions contained in the forms of the Notes annexed hereto as Exhibit A attached hereto (including and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture. To the Global Note Legend thereon extent applicable, the Company and the “Schedule Trustee, by their execution and delivery of Exchanges this Indenture, expressly agree to such terms and provisions and to be bound thereby. Each series of Interests Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global Note” attached thereto) held byNotes"), or on behalf ofdeposited with the Trustee, as custodian for the Depositary (for its Participants) ----------------- Depositary, duly executed by the Company and registered on the Security Register maintained authenticated by the Trustee pursuant as hereinafter provided. The aggregate principal amount of each series of the U.S. Global Notes may from time to Section 2.03 in time be increased or decreased by adjustments made on the name records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Each series of Notes offered and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will be made by the Depositary only through the Book-Entry System. Notes issued sold in definitive form offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global notes in registered form substantially in the form of set forth in Exhibit A attached hereto (but without the "Offshore Global Note Legend thereon Notes") deposited with the --------------------- Trustee, as custodian for the Depositary, duly executed by the Company and without authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such The aggregate principal amount of each series of the outstanding Offshore Global Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in accordance with instructions given by reliance on Regulation D under the Holder thereof Securities Act shall be issued in the form of permanent certificated securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 206 ------------------- in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated securities in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). ----------------------- The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively referred to herein as required by Section 2.06 hereofthe "Physical Notes." The U.S. Global -------------- Notes and the Offshore Global Notes are sometimes collectively referred to herein as the "Global Notes". ------------

Form of Notes. Notes offered and issued hereunder in reliance on Section 3(a)(9) of the Securities Act shall be issued initially in Book-Entry Only Form represented by the form of one or more fully registered permanent Global Notes and shall be in registered form, substantially in the form of set forth in Exhibit A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto) held by), or on behalf ofdeposited with the Trustee, as Custodian for the Depositary (for its Participants) and registered on the Security Register maintained Depositary, duly executed by the Trustee pursuant to Section 2.03 in the name of the Depositary or its nominee, Company and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s), or interests of Participants therein, will be made authenticated by the Depositary only through the Book-Entry SystemTrustee, as hereinafter provided. Notes issued in definitive form exchange for interests in a Global Note pursuant to Section 2.15 hereof shall be substantially issued in the form of one or more Definitive Notes in registered form, in substantially the form set forth in Exhibit A attached hereto (but without the Global Note Legend thereon and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof thereof, as required by Section 2.06 2.15(c) hereof.

Form of Notes. It is acknowledged and agreed that, at the Corporation's option, any or all Notes issued hereunder may be represented in the form of Global Notes, registered in the name of "CDS & CO." as contemplated by, and subject to, section 2.05. All Global Notes and Notes not represented by Global Notes shall be issued initially in Book-Entry Only Form represented by one or more fully registered Global Notes form only and shall be substantially in the form set forth in Schedule A hereto, with such additions, omissions, substitutions and modifications thereto as the Corporation, with the consent of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) held by, or on behalf of, the Depositary (for its Participants) and registered on the Security Register maintained by the Trustee pursuant to Section 2.03 in the name of the Depositary or its nominee, and it is expressly acknowledged that any such registrations of ownership and transfers of such Global Note(s(which consent shall not be unreasonably withheld), or interests of Participants therein, will be made by the Depositary only through the Book-Entry System. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests thereinapprove. Any endorsement of a Global Each such Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by serially numbered, shall bear such legends as the Corporation may direct and shall be signed manually on behalf of the Trustee or the Custodian, at the direction by a duly authorized officer of the Trustee. No such Note shall be issued or, if issued, shall be valid or binding on the Corporation, until it has been signed as aforesaid. Any such Note so issued and signed (and Notes represented by Global Notes so issued and signed) shall be valid and binding upon the Corporation and shall entitle the holder thereof to all benefits of this Indenture. Notes shall be issued only in accordance with instructions given by face amounts which are equal to or in excess of the Holder thereof as required by Section 2.06 hereofAuthorized Denomination. Each Note shall constitute evidence of the rights and legal title of the holder in respect of a Note, and the other rights accorded hereunder to holders and the duty of the Trustee to perform its obligations hereunder.