Common use of Form of the Notes Clause in Contracts

Form of the Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Notes attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantor 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 for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market 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. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Notes shall initially be evidenced by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests in any such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Global Notes shall bear the Global Notes Legend. Except as provided in Section 2.08(b), beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest on any Global Notes shall be made to the Depositary in immediately available funds.

Form of the Notes. (a) Notes offered and sold in reliance on Rule 144A will be initially represented by one or more, permanent Global Notes (in substantially the form of Exhibit A-1) in definitive, fully registered book-entry form without interest coupons (collectively, the “Rule 144A Restricted Global Note”) which will be registered in the name of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at the Registered Depositary. The Notes aggregate principal amount of the Rule 144A Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Trustee’s certificate Registered Depositary as hereinafter provided. (b) Notes offered and sold in reliance on Regulation S will be initially represented by one or more permanent Global Notes without interest coupons (in substantially the form of authentication to Exhibit A-2) in definitive, fully registered book-entry form (collectively, the “Regulation S Unrestricted Global Note”) which will be borne by such Notes shall be substantially registered in the form set forth in Exhibit A heretoname of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at Euroclear or Clearstream. The terms aggregate principal amount of the Regulation S Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and provisions contained the Registered Depositary as hereinafter provided. (c) Exchange Notes exchanged for interests in the Rule 144A Restricted Global Note, the Regulation S Unrestricted Global Note or any Initial Notes in definitive form will be issued in the form of one or more permanent Global Notes attached (in substantially the form of Exhibit A-1 or A-2, as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, but without the Issuerrestrictive legend) in definitive, fully registered book-entry form (collectively, the Guarantor “Exchange Global Notes”; and together with the Rule 144A Restricted Global Note and the TrusteeRegulation S Unrestricted Global Note, by their execution the “Global Notes”), which will be registered in the name of a nominee of DTC and delivery deposited on behalf of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct). (d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such notationslegends or endorsements printed, legendslithographed, endorsements engraved, typewritten 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 for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or photocopied thereon 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 the rules of any securities exchange or automated quotation system on upon which the Notes may are to be listed, listed or to conform to usageany usage in respect thereof, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as may, consistently herewith, be prescribed by the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all Board of Directors of the Notes shall initially Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to be evidenced by its signing the Notes. (e) The Notes may be issued in the form of (a) definitive Notes under the circumstances described in Sections 2.12(c), (d) and (e) hereto or (b) one or more Global Notes. Notes issued in global definitive form shall be registered in the name or names of such Persons and for the principal amounts as the Issuer may request. The Issuer initially appoints the Registered Depositary to act as depositary for the Global Notes. Notes issued in the form of a Global Note shall be registered in the name of the Registered Depositary or its nominee. In the nominee event any of the Depositary Notes are issued in a transaction under Rule 144A of the Securities Act, any such Person shall purchase such Notes in transactions complying with Rule 144A under the Securities Act. The Trustee, as custodian (the “Global NotesCustodian”), will act as custodian of each Global Note for the Registered Depositary or appoint a sub-custodian to act in such capacity. The transfer So long as the Registered Depositary or its nominee is the registered owner of the Global Note, it shall be considered the holder of the Notes represented thereby for all purposes hereunder and exchange under the Global Note. None of the Issuer, the Trustee or any Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made by the Registered Depositary on account of beneficial interests in any the Global Note. Interests in the Global Note shall be transferred on the Registered Depositary’s book-entry settlement system. (f) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, such Global Notes Note shall be effected through returned to or retained and canceled by the Depositary Trustee in accordance with this Indenture and the applicable procedures of the DepositarySection 2.18. Global Notes shall bear the Global Notes Legend. Except as provided At any time prior to such cancellation, if any beneficial interest in Section 2.08(b), beneficial owners of a Global Note shall not be entitled is exchanged for or transferred to have certificates registered a Person who will take delivery thereof in their names, shall not receive the form of a beneficial interest in another Global Note or be entitled to receive physical delivery in the form of certificates Notes in definitive registered form and shall not be considered Holders form, the principal amount of Notes represented by such Global Note. Any Global Notes shall represent such of the outstanding Notes as Note shall be specified therein reduced accordingly and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any an endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made on such Global Note by the Trustee or by the custodian for the Global Note, Registered Depositary at the direction of the TrusteeTrustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, in such manner other Global Note shall be increased accordingly and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest on any Global Notes an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increase. (g) The forms of Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Depositary in immediately available fundsIssuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.

Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Issuer and authenticated by the Authenticating Agent, which shall be deposited with, or on behalf of, the Depositary or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and Clearstream. The 2025 Notes and the Series Trustee’s certificate and Authenticating Agent’s Certification of authentication to be borne by such Notes Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto and the 2029 Notes and the Series Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit B attached hereto. So long as Euroclear or Clearstream or their nominee or the Depositary or its nominee is the Holder of the Global Notes, Euroclear, Clearstream, the Depositary or their respective nominees, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes for all purposes under the Indenture and the Notes. Except as set forth in Exhibit A heretoSections 2.03(d) and 2.04(d) hereof, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may be, as Holder thereof. None of the Issuer, the Series Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms and provisions contained in the form of Global Notes attached hereto as Exhibit Exhibits A hereto and B shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and, to the extent applicable, and the Issuer, the Guarantor and the Trustee, by their its execution and delivery of this First Supplemental Indenture, expressly agree agrees to such terms and provisions and to be bound therebythereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, legends and 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 Indenturethe Indenture (and which do not affect the rights, duties or as may be required by immunities of the custodian for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A Series Trustee), 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. For the purposes of this First Supplemental Indenture only, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible Global Security Legend for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Notes shall initially be evidenced by one or more Notes in global form registered in the name legend set forth at the beginning of the Depositary or the nominee form of Global Notes attached hereto as Exhibits A and B, and such legend shall apply in lieu of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests legend set forth in any such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures Section 2.4 of the Depositary. Global Notes shall bear the Global Notes Legend. Except as provided in Section 2.08(b), beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Original Indenture. Payment of principal of and any interest on any Global Notes shall be made to the Depositary in immediately available funds.

Form of the Notes. (a) Except as otherwise provided pursuant to this Section 2.02, the Notes are issuable in fully registered, global form without coupons in substantially the form of Exhibit A hereto (the “Global Notes”), each of which represent a maximum of U.S.$500,000,000 principal amount of all such Notes that have the same original issue date, Maturity Date and other terms, with such applicable legends as are provided for in Section 2.05. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially are not issuable in the bearer form set forth in Exhibit A heretoor with detachable coupons. The terms and provisions contained in the form of Notes attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Subordinated Indenture and, and to the extent applicable, the Issuer, the Guarantor Issuer and the Trustee, by their execution and delivery of this Supplemental Subordinated 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 markings of identification and such notations, legends, legends and 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 Supplemental Subordinated Indenture and the Base Subordinated Indenture, or as may be required by the custodian for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market 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 listedlisted or designated for issuance, or to conform to usage, . (b) Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee (or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all Authenticating Agent on behalf of the Notes Trustee) and shall initially be evidenced by one or more Notes in global form registered in the name of the Depositary or its nominee and retained by the nominee of the Depositary (the “Global Notes”)Registrar, as custodian, at its corporate trust office. The transfer and exchange aggregate principal amount of beneficial interests in any such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Global Notes shall bear the Global Notes Legend. Except as provided in Section 2.08(b), beneficial owners of a each Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced decreased by adjustments made on the books and records of the Registrar, as custodian, and of the Depositary or its nominee, as hereinafter provided. (c) DBTCA has been appointed Registrar and Trustee Transfer Agent for the Notes, and DBTCA will maintain at its office in The City of New York a register for the registration and transfer of Notes. The Notes may be transferred at either the aforesaid New York office of DBTCA by surrendering the Notes for cancellation, accompanied by a written instrument of transfer in form satisfactory to reflect repurchasesthe Issuer and the Registrar and duly executed by the registered Holder thereof in person or by the Holder’s attorney duly authorized in writing, conversionsand thereupon the Registrar shall issue in the name of the transferee or transferees, in exchange therefor, a new Note or Notes having identical terms and provisions and having a like aggregate principal amount in authorized denominations, subject to the terms and conditions set forth therein; provided, however, that the Registrar will not be required (i) to register the transfer of or exchange any Note that has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the Holder thereof has exercised its right, if any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Subordinated Indenture with respect to the redemption of Notes. Notes are exchangeable at said offices for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such registrations, exchanges and transfers or exchanges permitted hereby. Any endorsement of Notes will be free of service charge, but the Issuer may require payment of a Global Note sum sufficient to reflect cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the amount Issuer and the Registrar and executed by the registered Holder in person or by the Holder’s attorney duly authorized in writing. The date of registration of any increase Note delivered upon any exchange or decrease in the amount transfer of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest on any Global Notes shall be made to the Depositary in immediately available fundssuch that no gain or loss of interest results from such exchange or transfer.

Form of the Notes. (a) Notes offered and sold in reliance on Rule 144A will be initially represented by one or more permanent Global Notes (in substantially the form of Exhibit A-1) in definitive, fully registered book-entry form without interest coupons (collectively, the “Rule 144A Restricted Global Note”) which will be registered in the name of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at the Registered Depositary. The Notes aggregate principal amount of the Rule 144A Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Trustee’s certificate Registered Depositary as hereinafter provided. (b) Notes offered and sold in reliance on Regulation S will be initially represented by one or more permanent Global Notes without interest coupons (in substantially the form of authentication to Exhibit A-2) in definitive, fully registered book-entry form (collectively, the “Regulation S Unrestricted Global Note”) which will be borne by such Notes shall be substantially registered in the form set forth in Exhibit A heretoname of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at Euroclear or Clearstream. The terms aggregate principal amount of the Regulation S Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and provisions contained the Registered Depositary as hereinafter provided. (c) Exchange Notes exchanged for interests in the Rule 144A Restricted Global Note, the Regulation S Unrestricted Global Note or any Initial Notes in definitive form will be issued in the form of one or more permanent Global Notes attached (in substantially the form of Exhibit A-1 or A-2, as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, but without the Issuerrestrictive legend) in definitive, fully registered book-entry form (collectively, the Guarantor “Exchange Global Notes”; and together with the Rule 144A Restricted Global Note and the TrusteeRegulation S Unrestricted Global Note, by their execution the “Global Notes”), which will be registered in the name of a nominee of DTC and delivery deposited on behalf of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct). (d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such notationslegends or endorsements printed, legendslithographed, endorsements engraved, typewritten 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 for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or photocopied thereon 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 the rules of any securities exchange or automated quotation system on upon which the Notes may are to be listed, if any, or to conform to usageany usage in respect thereof, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as may, consistently herewith, be prescribed by the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all Board of Directors of the Notes shall initially Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to be evidenced by its signing the Notes. (e) The Notes may be issued in the form of (i) definitive Notes under the circumstances described in Sections 2.12(c) and (d) hereto or (ii) one or more Global Notes. Notes issued in global definitive form shall be registered in the name or names of such Persons and for the principal amounts as the Issuer may request. The Issuer initially appoints the Registered Depositary to act as depositary for the Global Notes. Notes issued in the form of a Global Note shall be registered in the name of the Registered Depositary or its nominee. In the nominee event any of the Depositary Notes are issued in a transaction under Rule 144A of the Securities Act, any such Person shall purchase such Notes in transactions complying with Rule 144A under the Securities Act. The Indenture Trustee, as custodian (the “Global NotesCustodian”), will act as custodian of each Global Note for the Registered Depositary or appoint a sub-custodian to act in such capacity. The transfer So long as the Registered Depositary or its nominee is the registered owner of the Global Note, it shall be considered the holder of the Notes represented thereby for all purposes hereunder and exchange under the Global Note. None of the Issuer, the Indenture Trustee, any New York Paying Agent or any Principal Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made by the Registered Depositary on account of beneficial interests in any the Global Note. Interests in the Global Note shall be transferred on the Registered Depositary’s book-entry settlement system. (f) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, such Global Notes Note shall be effected through returned to or retained and canceled by the Depositary Indenture Trustee in accordance with this Indenture and the applicable procedures of the DepositarySection 2.18. Global Notes shall bear the Global Notes Legend. Except as provided At any time prior to such cancellation, if any beneficial interest in Section 2.08(b), beneficial owners of a Global Note shall not be entitled is exchanged for or transferred to have certificates registered a Person who will take delivery thereof in their names, shall not receive the form of a beneficial interest in another Global Note or be entitled to receive physical delivery in the form of certificates Notes in definitive registered form and shall not be considered Holders form, the principal amount of Notes represented by such Global Note. Any Global Notes shall represent such of the outstanding Notes as Note shall be specified therein reduced accordingly and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any an endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made on such Global Note by the Indenture Trustee or by the custodian for the Global Note, Registered Depositary at the direction of the TrusteeIndenture Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, in such manner other Global Note shall be increased accordingly and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest on any Global Notes an endorsement shall be made on such Global Note by the Indenture Trustee or by the Registered Depositary at the direction of the Indenture Trustee to reflect such increase. (g) The forms of Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Depositary in immediately available fundsIssuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.

Form of the Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Notes attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerCompany, the Guarantor Guarantors 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 for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market 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. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Notes shall initially be evidenced by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests in any such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Global Notes shall bear the Global Notes Legend. Except as provided in Section 2.08(b), beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest on any Global Notes shall be made to the Depositary in immediately available funds.

Form of the Notes. Each of the 2031 Notes and the 2037 Notes shall be issued in the form of a Global Note, duly executed by the Issuer and authenticated by the Authenticating Agent, which shall be deposited with, or on behalf of, the Depositary or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and Clearstream. The 2031 Notes and the Trustee’s certificate and Authenticating Agent’s Certification of authentication to be borne by such Notes Authentication in respect thereof shall be substantially in the form of Exhibit A attached hereto and the 2037 Notes and the Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in the form of Exhibit B attached hereto. So long as Euroclear or Clearstream or their nominee or the Depositary or its nominee is the Holder of any Global Notes, Euroclear, Clearstream, the Depositary or their respective nominees, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes for all purposes under the Indenture and the Notes. Except as set forth in Exhibit A heretoSections 2.03(d) and 2.04(d) hereof, the Global Notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may be, as Holder thereof. None of the Issuer, the Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Act, will have any responsibility or liability for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms and provisions contained in the form of Global Notes attached hereto as Exhibit Exhibits A hereto and B shall constitute, and are hereby expressly made, a part of this Third Supplemental Indenture and, to the extent applicable, and the Issuer, the Guarantor and the Trustee, by their its execution and delivery of this Third Supplemental Indenture, expressly agree agrees to such terms and provisions and to be bound therebythereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, legends and 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 Indenturethe Indenture (and which do not affect the rights, duties or as may be required by immunities of the custodian for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A Trustee), 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. For the purposes of this Third Supplemental Indenture only, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible Global Security Legend for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Notes shall initially be evidenced by one or more Notes in global form registered in the name legends set forth at the beginning of the Depositary or the nominee forms of Global Notes attached hereto as Exhibits A and B, and such legends shall apply in lieu of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests legend set forth in any such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures Section 2.4 of the Depositary. Global Notes shall bear the Global Notes Legend. Except as provided in Section 2.08(b), beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Original Indenture. Payment of principal of and any interest on any Global Notes shall be made to the Depositary in immediately available funds.

Form of the Notes. (a) Notes offered and sold in reliance on Rule 144A will be initially represented by one or more permanent Global Notes (in substantially the form of Exhibit A-1) in definitive, fully registered book-entry form without interest coupons (collectively, the “Rule 144A Restricted Global Note”) which will be registered in the name of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at the Registered Depositary. The Notes aggregate principal amount of the Rule 144A Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Trustee’s certificate Registered Depositary as hereinafter provided. (b) Notes offered and sold in reliance on Regulation S will be initially represented by one or more permanent Global Notes without interest coupons (in substantially the form of authentication to Exhibit A-2) in definitive, fully registered book-entry form (collectively, the “Regulation S Unrestricted Global Note”) which will be borne by such Notes shall be substantially registered in the form set forth in Exhibit A heretoname of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at Euroclear or Clearstream. The terms aggregate principal amount of the Regulation S Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and provisions contained the Registered Depositary as hereinafter provided. (c) Exchange Notes exchanged for interests in the Rule 144A Restricted Global Note, the Regulation S Unrestricted Global Note or any Initial Notes in definitive form will be issued in the form of one or more permanent Global Notes attached (in substantially the form of Exhibit A-1 or A-2, as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, but without the Issuerrestrictive legend) in definitive, fully registered book-entry form (collectively, the Guarantor “Exchange Global Notes”; and together with the Rule 144A Restricted Global Note and the TrusteeRegulation S Unrestricted Global Note, by their execution the “Global Notes”), which will be registered in the name of a nominee of DTC and delivery deposited on behalf of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct). (d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such notationslegends or endorsements printed, legendslithographed, endorsements engraved, typewritten 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 for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or photocopied thereon 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 the rules of any securities exchange or automated quotation system on upon which the Notes may are to be listed, listed or to conform to usageany usage in respect thereof, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as may, consistently herewith, be prescribed by the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all Board of Directors of the Notes shall initially Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to be evidenced by its signing the Notes. (e) The Notes may be issued in the form of (a) definitive Notes under the circumstances described in Sections 2.12(c), (d) and (e) hereto or (b) one or more Global Notes. Notes issued in global definitive form shall be registered in the name or names of such Persons and for the principal amounts as the Issuer may request. The Issuer initially appoints the Registered Depositary to act as depositary for the Global Notes. Notes issued in the form of a Global Note shall be registered in the name of the Registered Depositary or its nominee. The Trustee, as custodian (“Custodian”), will act as custodian of each Global Note for the Registered Depositary or appoint a sub-custodian to act in such capacity. So long as the Registered Depositary or its nominee is the registered owner of the Global Note, it shall be considered the registered holder of the Notes represented thereby for all purposes hereunder and under the Global Note. None of the Issuer, the Trustee or any Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made by the Registered Depositary (the “Global Notes”). The transfer and exchange on account of beneficial interests in any the Global Note. Interests in the Global Note shall be transferred on the Registered Depositary’s book-entry settlement system. (f) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, such Global Notes Note shall be effected through returned to or retained and canceled by the Depositary Trustee in accordance with this Indenture and the applicable procedures of the DepositarySection 2.18. Global Notes shall bear the Global Notes Legend. Except as provided At any time prior to such cancellation, if any beneficial interest in Section 2.08(b), beneficial owners of a Global Note shall not be entitled is exchanged for or transferred to have certificates registered a Person who will take delivery thereof in their names, shall not receive the form of a beneficial interest in another Global Note or be entitled to receive physical delivery in the form of certificates Notes in definitive registered form and shall not be considered Holders form, the principal amount of Notes represented by such Global Note. Any Global Notes shall represent such of the outstanding Notes as Note shall be specified therein reduced accordingly and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any an endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made on such Global Note by the Trustee or by the custodian for the Global Note, Registered Depositary at the direction of the TrusteeTrustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, in such manner other Global Note shall be increased accordingly and upon instructions given an endorsement shall be made on such Global Note by the Holder Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increase. (g) The forms of Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control. (h) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with this IndentureSection 2.18. Payment At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or in the form of a definitive Note, the principal amount of Notes represented by such Global Note shall be reduced accordingly and any interest on any Global Notes an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such reduction and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary in immediately available fundsat the direction of the Trustee to reflect such increase.

Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Company and authenticated by the Trustee’s certificate , which shall be deposited with the Trustee as custodian for DTC and registered in the name of authentication to be borne by such “Cede & Co.,” as the nominee of DTC. The Notes shall be substantially in the form set forth in of Exhibit A heretoattached hereto (including the Global Note Legend thereon). The Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and provisions contained this Seventh Supplemental Indenture, if any, shall be substantially in the form of Notes attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantor 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 for but without the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market 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 subjectNote Legend thereon). So long as the Notes are eligible for book-entry settlement with the DepositaryDTC, or unless otherwise required by lawits nominee, is the registered owner of a Global Note, DTC or otherwise contemplated by Section 2.08(b)its nominee, all as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture. Ownership of beneficial interests in such Global Note shall initially be evidenced shown on, and transfers thereof shall be effected only through, records maintained by one DTC (with respect to beneficial interests of participants) or more by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and (3) below shall apply only to Global Notes: (1) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in Global Notes may be exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to the Trustee by or on behalf of the Depository in global accordance with customary procedures. (2) Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in such names as the Depositary for such Global Note shall direct. (3) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such note is registered in the name of a Person other than the Depositary or the nominee of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests in any for such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Global Notes shall bear the Global Notes Legend. Except as provided in Section 2.08(b), beneficial owners of Note or a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest on any Global Notes shall be made to the Depositary in immediately available fundsnominee thereof.

Form of the Notes. (a) Notes offered and sold in reliance on Rule 144A will be initially represented by one or more permanent Global Notes (in substantially the form of Exhibit A-1) in definitive, fully registered book-entry form without interest coupons (collectively, the “Rule 144A Restricted Global Note”) which will be registered in the name of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at the Registered Depositary. The Notes aggregate principal amount of the Rule 144A Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Trustee’s certificate Registered Depositary as hereinafter provided. (b) Notes offered and sold in reliance on Regulation S will be initially represented by one or more permanent Global Notes without interest coupons (in substantially the form of authentication to Exhibit A-2) in definitive, fully registered book-entry form (collectively, the “Regulation S Unrestricted Global Note”) which will be borne by such Notes shall be substantially registered in the form set forth in Exhibit A heretoname of a nominee of the Registered Depositary and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for the Registered Depositary for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at Euroclear or Clearstream. The terms aggregate principal amount of the Regulation S Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and provisions contained the Registered Depositary as hereinafter provided. (c) Exchange Notes exchanged for interests in the Rule 144A Restricted Global Note, the Regulation S Unrestricted Global Note or any Initial Notes in definitive form will be issued in the form of one or more permanent Global Notes attached (in substantially the form of Exhibit A-1 or A-2, as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, but without the Issuerrestrictive legend) in definitive, fully registered book-entry form (collectively, the Guarantor “Exchange Global Notes”; and together with the Rule l44A Restricted Global Note and the TrusteeRegulation S Unrestricted Global Note, by their execution the “Global Notes”), which will be registered in the name of a nominee of DTC and delivery deposited on behalf of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct). (d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such notationslegends or endorsements printed, legendslithographed, endorsements engraved, typewritten 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 for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or photocopied thereon 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 the rules of any securities exchange or automated quotation system on upon which the Notes may are to be listed, if any, or to conform to usageany usage in respect thereof, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as may, consistently herewith, be prescribed by the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all Board of Directors of the Notes shall initially Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to be evidenced by its signing the Notes. (e) The Notes may be issued in the form of (i) definitive Notes under the circumstances described in Sections 2.12(c), (d) and (e) hereto or (ii) one or more Global Notes. Notes issued in global definitive form shall be registered in the name or names of such Persons and for the principal amounts as the Issuer may request. The Issuer initially appoints the Registered Depositary to act as depositary for the Global Notes. Notes issued in the form of a Global Note shall be registered in the name of the Registered Depositary or its nominee. In the nominee event any of the Depositary Notes are issued in a transaction under Rule 144A of the Securities Act, any such Person shall purchase such Notes in transactions complying with Rule 144A under the Securities Act. The Trustee, as custodian (the “Global NotesCustodian”), will act as custodian of each Global Note for the Registered Depositary or appoint a sub-custodian to act in such capacity. The transfer So long as the Registered Depositary or its nominee is the registered owner of the Global Note, it shall be considered the holder of the Notes represented thereby for all purposes hereunder and exchange under the Global Note. None of the Issuer, the Trustee, any New York Paying Agent or any Principal Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made by the Registered Depositary on account of beneficial interests in any the Global Note. Interests in the Global Note shall be transferred on the Registered Depositary’s book-entry settlement system. (f) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, such Global Notes Note shall be effected through returned to or retained and canceled by the Depositary Trustee in accordance with this Indenture and the applicable procedures of the DepositarySection 2.18. Global Notes shall bear the Global Notes Legend. Except as provided At any time prior to such cancellation, if any beneficial interest in Section 2.08(b), beneficial owners of a Global Note shall not be entitled is exchanged for or transferred to have certificates registered a Person who will take delivery thereof in their names, shall not receive the form of a beneficial interest in another Global Note or be entitled to receive physical delivery in the form of certificates Notes in definitive registered form and shall not be considered Holders form, the principal amount of Notes represented by such Global Note. Any Global Notes shall represent such of the outstanding Notes as Note shall be specified therein reduced accordingly and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any an endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made on such Global Note by the Trustee or by the custodian for the Global Note, Registered Depositary at the direction of the TrusteeTrustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, in such manner other Global Note shall be increased accordingly and upon instructions given an endorsement shall be made on such Global Note by the Holder Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increase. (g) The forms of Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control. (h) At such time as all beneficial interests in a particular Global Note have been exchanged for notes in definitive form or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with this IndentureSection 2.18. Payment At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or in the form of a definitive Note, the principal amount of Notes represented by such Global Note shall be reduced accordingly and any interest on any Global Notes an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such reduction and if the beneficial interest is being exchanged for or transferred to a person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary in immediately available fundsat the direction of the Trustee to reflect such increase.

Form of the Notes. The Notes issued in definitive, fully registered and the Trustee’s certificate of authentication to be borne by such Notes shall certificated form will be substantially in the form set forth in Exhibit A heretoattached hereto as Annex 2. The terms and provisions contained in the form of Notes attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantor 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, legends or 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 for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market 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. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, securities exchange rules or otherwise contemplated usage. Each Note shall be dated the date of its authentication, as provided in Section 3.02. Except as set forth in Condition 1(5) of the Terms and Conditions, individual definitive Note certificates shall not be issued. The Notes shall on issue be represented by Section 2.08(btwo permanent global certificates in registered form, without interest coupons. Notes initially sold in reliance on Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), all of the shall be referred to as “Restricted Notes”. Restricted Notes shall will initially be evidenced represented by one or more a single global Note in fully registered form without interest coupons (the “Restricted Global Note”). Notes initially sold in reliance on Regulation S under the Securities Act will be known as “Unrestricted Notes”. The Unrestricted Notes will initially be represented by a single global Note in fully registered form registered in without interest coupons (the name of “Unrestricted Global Note” and together with the Depositary or the nominee of the Depositary (Restricted Global Note, the “Global Notes”). The transfer and exchange of beneficial interests in any such Restricted Global Notes shall be effected through the Depositary in accordance with this Indenture Note and the applicable procedures Unrestricted Global Note will be registered in the name of The Bank of New York Depositary (Nominees) Limited, as nominee of The Bank of New York, the common depositary (the “Common Depositary”) for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream Luxembourg”), and deposited with a the Common Depositary. The Restricted Global Notes shall bear Note and the Global Notes Legend. Except as provided in Section 2.08(b), beneficial owners of a Unrestricted Global Note shall not be entitled substantially in the forms attached as Annex 3 and Annex 4 hereto, respectively. The Terms and Conditions will be attached to have certificates registered in their names, shall not receive or be entitled each of the Notes and to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such each Global Note. Any Each Global Notes Note shall represent such of the outstanding Notes as shall be specified therein therein, and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted herebyexchanges. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of the outstanding Notes represented thereby shall be made by the Trustee Registrar or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this IndentureRegistrar. Payment of principal of and any interest on any Global The Notes shall be made to the Depositary issuable in immediately available fundsminimum denominations of ¥24,000,000 and any amount in excess thereof that is a whole multiple of ¥24,000,000.

Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Company and authenticated by the Trustee’s certificate , which shall be deposited with, or on behalf of, the Common Depositary and shall be registered in the name of authentication to be borne by such “Elavon Financial Services DAC”, or its nominee, for, and in respect of interests held through, the Depositary. The Notes shall be substantially in the form set forth in of Exhibit A heretoattached hereto (including the Global Note Legend thereon). The Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and provisions contained this Fifteenth Supplemental Indenture, if any, shall be substantially in the form of Notes attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantor 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 for but without the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market 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 subjectNote Legend thereon). So long as the Notes are eligible for book-entry settlement with the Common Depositary, or unless otherwise required by lawits nominee, is the registered owner of a Global Note, the Common Depositary or otherwise contemplated by Section 2.08(b)its nominee, all as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture. Ownership of beneficial interests in such Global Note shall initially be evidenced shown on, and transfers thereof shall be effected only through, records maintained by one the Depositary (with respect to beneficial interests of participants) or more by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and (3) below shall apply only to Global Notes: 1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in Global Notes may be exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to the Trustee by or on behalf of the Depositary in global accordance with customary procedures. 2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in such names as the Depositary for such Global Note shall direct. 3. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such note is registered in the name of a Person other than the Depositary or the nominee of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests in any for such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Global Notes shall bear the Global Notes Legend. Except as provided in Section 2.08(b), beneficial owners of Note or a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest on any Global Notes shall be made to the Depositary in immediately available fundsnominee thereof.

Form of the Notes. With regard to the issuance of Notes: (a) The Notes will be offered and sold by the Trustee’s certificate Issuer pursuant to a Subscription Agreement. The Notes will be resold initially only to (i) qualified institutional buyers (“QIB”) as defined in Rule 144A and in reliance on Rule 144A under the United States Securities Act of authentication 1933, as amended (the “Securities Act”) and (ii) persons other than U.S. persons (as defined in Regulation S under the Securities Act) in reliance on Regulation S. Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to be borne by such the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one permanent global note in definitive, fully registered form substantially in the form of Exhibit A attached hereto (collectively, the “Rule 144A Global Note”); Notes initially resold pursuant to Regulation S shall be issued initially in the form of one permanent global note in fully registered form substantially in the form of Exhibit B attached hereto (collectively, the “Regulation S Global Note”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legends, which shall be deposited with Citibank, N.A., London office, as common depositary (the “Depositary”) for Euroclear Bank S.A./N.V.(“Euroclear”) and Clearstream Banking, société anonyme, Luxembourg (“Clearstream”) and registered in the nominee name for such Depositary, and shall be duly executed by the Issuer and authenticated by the Fiscal Agent as provided in this Agreement. The terms of the Notes set forth in Exhibit A heretoand B and the provisions for the meetings of the Noteholders set forth in Exhibit D are hereby expressly incorporated in and made part of the terms of this Agreement. (b) Beneficial interests in a Regulation S Global Note may be exchanged for interests in the Rule 144A Global Note if (1) such exchange occurs in connection with a transfer of securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in a Regulation S Global Note first delivers to the Fiscal Agent a written certificate (in the form provided in Exhibit C) to the effect that the beneficial interests in the Regulation S Global Note are being transferred to a person (x) who the transferor reasonably believes to be a QIB, (y) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (z) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. The terms Prior to and provisions contained including the date which is 40 days after the later of (i) the day on which the notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, and (ii) the date of the closing of the offering (the “Restricted Period”), beneficial interests in the Regulation S Global Note may not be transferred to a U.S. person or for the account or benefit of a U.S. person, unless such resale or transfer is made pursuant to Rule 144A under the Securities Act. (c) Beneficial interests in the Rule 144A Global Note may be transferred to a person who takes delivery in the form of Notes attached as Exhibit A hereto shall constitutean interest in a Regulation S Global Note, and are hereby expressly madewhether before or after the expiration of the Restricted Period, a part of this Indenture and, only if the transferor first delivers to the extent Fiscal Agent a written certificate (in the form provided in Exhibit C) to the effect that such transfer is being made in accordance with Regulation S or pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act and that, if such transfer is being made prior to the expiration of the Restricted Period, the Issuer, the Guarantor interest transferred shall be held immediately thereafter through Euroclear or Clearstream. (d) The Rule 144A Global Note and the Trustee, by their execution and delivery of this Indenture, expressly agree Regulation S Global Note are collectively referred 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 herein 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 for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market 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. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Notes shall initially be evidenced by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (the “Global Notes”). The transfer and exchange aggregate principal amount of beneficial interests in any such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Global Notes shall bear the Global Notes Legend. Except as provided in Section 2.08(b), beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced decreased by adjustments made on the books and records of the Depositary Registrar and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest on any Global Notes shall be made to the Depositary in immediately available fundsor its nominee as hereinafter provided.

Form of the Notes. (a) Except as otherwise provided pursuant to this Section 2.3, the Notes are issuable in definitive, fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Sections 2.4 and 2.5. The Notes and the Trustee’s certificate of authentication are not issuable in bearer form. (i) Notes that are to be borne by such Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a single temporary Global Note (a "Regulation S Temporary Global Note") in fully registered form without interest coupons, substantially in the form set forth in of Exhibit A hereto, with such applicable legends as are provided for in Section 2.4. The terms Any Regulation S Temporary Global Note shall be duly executed by the Issuer and provisions contained in the form of Notes attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantor and authenticated by the Trustee, by their execution as provided herein, and delivery of this Indenture, expressly agree to such terms and provisions and to shall 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 for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market 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. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Notes shall initially be evidenced by one or more Notes in global form registered in the name of the Depositary or its nominee and deposited with the nominee Trustee, as Custodian, at its Corporate Trust Office, for credit to the accounts of the Depositary (Agent Member then acting for Euroclear or Clearstream, Luxembourg, as the “Global Notes”)case may be, for credit to the respective beneficial owners of such Note in accordance with the rules thereof. The transfer and exchange On or after the termination of beneficial the Regulation S Distribution Compliance Period, interests in any Regulation S Temporary Global Note will be exchangeable for corresponding interests in an unrestricted Global Note (individually, an "Unrestricted Global Note" and, collectively, "Unrestricted Global Notes"), respectively, each in definitive, fully registered form without interest coupons, substantially in the form of Exhibit A hereto, and each with such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Global Notes shall bear the Global Notes Legend. Except legends as are provided for in Section 2.08(b), beneficial owners 2.4. The aggregate principal amount of a Regulation S Temporary Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such an Unrestricted Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby Note may from time to time be increased or reduced decreased by adjustments made on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, as custodian for the Depositary, as hereinafter provided. (ii) A holder of a beneficial interest in a Regulation S Temporary Global Note may arrange to receive distributions on account of such interest through Euroclear or Clearstream, Luxembourg only after delivery by such Person to Euroclear or Clearstream, Luxembourg, as the case may be, of a written certification (an "Owner Securities Certification") substantially in the form of Exhibit B-1 hereto, and upon delivery by Euroclear or Clearstream, Luxembourg, as the case may be, to the Principal Paying Agent of a certification or certifications (each, a "Depositary Securities 35 44 Certification") substantially in the form of Exhibit B-2 hereto. The delivery by such holder of a beneficial interest in such manner and upon instructions given by the Holder Regulation S Temporary Global Note of such Notes certification shall constitute an irrevocable instruction by such holder to Euroclear or Clearstream, Luxembourg, as the case may be, to exchange such holder's beneficial interest in the Regulation S Temporary Global Note for a beneficial interest in the Unrestricted Global Note of the same Class upon the expiration of the relevant Regulation S Distribution Compliance Period in accordance with this Indenturethe next succeeding paragraph. Payment of principal of and any interest on any Global Notes No distribution shall be made paid to any holder of a beneficial interest in a Regulation S Temporary Global Note until the foregoing Owner Securities Certification has been provided to Euroclear or Clearstream, Luxembourg, as the case may be, by such holder and no distribution shall be paid to Euroclear or Clearstream, Luxembourg in respect of such holder's interest in a Regulation S Temporary Global Note unless Euroclear or Clearstream, Luxembourg, as the case may be, has provided a Depositary Securities Certification to the Principal Paying Agent with respect to such interest. Upon (A) the expiration of the Regulation S Distribution Compliance Period, (B) receipt by Euroclear or Clearstream, Luxembourg, as the case may be, and the Principal Paying Agent of the certificates described in the preceding paragraph, (C) receipt by the Depositary of (1) written instructions given in immediately available funds.accordance with the Applicable Procedures from an Agent Member directing the Depositary to credit or cause to be credited to a specified Agent Member's account a beneficial interest in an Unrestricted Global Note in a principal amount equal to that of the beneficial interest in a corresponding Regulation S Temporary Global Note for which the necessary certificates have been delivered, and (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member, and the Euroclear or Clearstream, Luxembourg account for which such Agent Member's account is held, to be credited with, and the account of the Agent Member to be debited for, such beneficial interest, and (D) receipt by the Trustee of notification from the Depositary of the transactions described in (C) above, the Trustee, as Registrar, shall instruct the Depositary to reduce the principal amount of such Regulation S Temporary Global Note and to increase the principal amount of such Unrestricted

Form of the Notes. The (a) Notes offered and sold in reliance on Rule 144A will be initially represented by one or more permanent Global Notes (in substantially the Trustee’s certificate form of authentication to Exhibit A-1) in definitive, fully registered book-entry form without interest coupons (collectively, the “Rule 144A Restricted Global Note”) which will be borne by such Notes shall be substantially registered in the form set forth in Exhibit A heretoname of a nominee of DTC and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at DTC. The terms aggregate principal amount of the Rule 144A Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and provisions contained DTC as hereinafter provided. (b) Notes offered and sold in reliance on Regulation S will be initially represented by one or more permanent Global Notes without interest coupons (in substantially the form of Exhibit A-2) in definitive, fully registered book-entry form (collectively, the “Regulation S Unrestricted Global Note”) which will be registered in the name of a nominee of DTC and deposited on behalf of the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or to such other accounts as they may direct) at DTC, Euroclear or Clearstream. The aggregate principal amount of the Regulation S Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and DTC as hereinafter provided. (c) Exchange Notes exchanged for interests in the Rule 144A Restricted Global Note, the Regulation S Unrestricted Global Note or any Initial Notes in definitive form will be issued in the form of one or more permanent Global Notes attached (in substantially the form of Exhibit A-1 or A-2, as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, but without the Issuerrestrictive legend) in definitive, fully registered book-entry form (collectively, the Guarantor “Exchange Global Notes”; and together with the Rule 144A Restricted Global Note and the TrusteeRegulation S Unrestricted Global Note, by their execution the “Global Notes”), which will be registered in the name of a nominee of DTC and delivery deposited on behalf of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any the purchasers of the Notes represented thereby with a custodian for DTC for credit to the respective accounts of such purchasers (or such accounts as they may direct). (d) The Notes shall be in registered form and may have such letters, numbers or other marks of identification and such notationslegends or endorsements printed, legendslithographed, endorsements engraved, typewritten 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 for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or photocopied thereon 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 the rules of any securities exchange or automated quotation system on upon which the Notes may are to be listed, if any, or to conform to usageany usage in respect thereof, or as may, consistently herewith, be prescribed by the Board of Directors of Unibanco or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Notes shall initially be evidenced by its signing the Notes. (e) The Notes may be issued in the form of (a) definitive Notes under the circumstances described in Sections 2.13(c), (d) and (e) hereto or (b) one or more Global Notes. Notes issued in global definitive form shall be registered in the name or names of such Persons and for the principal amounts as Unibanco may request. Unibanco initially appoints DTC to act as depositary for the Global Notes. Notes issued in the form of a Global Note shall be registered in the name of DTC or its nominee. In the Depositary or the nominee event any of the Depositary Notes are issued in a transaction under Rule 144A of the Securities Act, any such Person shall purchase such Notes in transactions complying with Rule 144A under the Securities Act. The Trustee, as custodian (the “Global NotesCustodian”), will act as custodian of each Global Note for DTC or appoint a sub-custodian to act in such capacity. The transfer So long as DTC or its nominee is the registered owner of the Global Note, it shall be considered the holder of the Notes represented thereby for all purposes hereunder and exchange under the Global Note. None of Unibanco, the Trustee or any Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made by DTC on account of beneficial interests in any the Global Note. Interests in the Global Note shall be transferred on DTC’s book-entry settlement system. (f) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, such Global Notes Note shall be effected through returned to or retained and canceled by the Depositary Trustee in accordance with this Indenture and the applicable procedures of the DepositarySection 2.19. Global Notes shall bear the Global Notes Legend. Except as provided At any time prior to such cancellation, if any beneficial interest in Section 2.08(b), beneficial owners of a Global Note shall not be entitled is exchanged for or transferred to have certificates registered a Person who will take delivery thereof in their names, shall not receive the form of a beneficial interest in another Global Note or be entitled to receive physical delivery in the form of certificates Notes in definitive registered form and shall not be considered Holders form, the principal amount of Notes represented by such Global Note. Any Global Notes shall represent such of the outstanding Notes as Note shall be specified therein reduced accordingly and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any an endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made on such Global Note by the Trustee or the custodian for the Global Note, by DTC at the direction of the TrusteeTrustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, in such manner other Global Note shall be increased accordingly and upon instructions given an endorsement shall be made on such Global Note by the Holder Trustee or by DTC at the direction of the Trustee to reflect such increase. (g) The forms of Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of Unibanco executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereof on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control. (h) At such time as all beneficial interests in a particular Global Note have been exchanged for notes in definitive form or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with this IndentureSection 2.19. Payment At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a person who will take delivery thereof in the form of a beneficial interest in another Global Note or in the form of a definitive Note, the principal amount of Notes represented by such Global Note shall be reduced accordingly and any interest on any Global Notes an endorsement shall be made on such Global Note by the Trustee or by DTC at the direction of the Trustee to reflect such reduction and if the Depositary beneficial interest is being exchanged for or transferred to a person who will take delivery thereof in immediately available fundsthe form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by DTC at the direction of the Trustee to reflect such increase.

Form of the Notes. (a) Notes offered and sold in reliance on Rule 144A will be initially represented by one or more permanent Global Notes, without interest coupons, (in substantially the form of Exhibit A) in definitive, fully registered book-entry form (collectively, the “Rule 144A Global Note”) which will be deposited upon issuance with the Common Depositary for Euroclear and Clearstream, and registered in the name of the Common Depositary or its nominee, in each case for credit to an account of a direct or indirect participant in Euroclear or Clearstream as described below. The Notes aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Trustee’s certificate Common Depositary as hereinafter provided. (b) Notes offered and sold in reliance on Regulation S will be initially represented by one or more permanent Global Notes without interest coupons (in substantially the form of authentication Exhibit A) in definitive, fully registered book-entry form (collectively, the “Regulation S Global Note”) which will be deposited upon issuance with the Common Depositary for Euroclear and Clearstream, and registered in the name of the Common Depositary or its nominee, in each case for credit to an account of a direct or indirect participant in Euroclear or Clearstream as described below. The aggregate principal amount of the Regulation S Global Note may from time to time be borne increased or decreased by such adjustments made on the records of the Note Registrar and the Common Depositary as hereinafter provided. (c) The Notes shall be substantially in the registered form set forth in Exhibit A hereto. The terms and provisions contained in the form of Notes attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantor 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 notationslegends or endorsements printed, legendslithographed, endorsements engraved, typewritten 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 for the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or photocopied thereon 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 the rules of any securities exchange or automated quotation system on upon which the Notes may are to be listed, if any, or to conform to usageany usage in respect thereof, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as may, consistently herewith, be prescribed by the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all Board of Directors of the Notes shall initially Issuer or by the Authorized Representative executing such Notes, such determination by said Authorized Representative to be evidenced by its signing the Notes. (d) The Notes may be issued in the form of (i) definitive Notes under the circumstances described in Sections 2.12(c) and (d) hereto or (ii) one or more Global Notes. Notes issued in global definitive form shall be registered in the name or names of such Persons and for the principal amounts as the Issuer may request. The Issuer initially appoints the Common Depositary to act as depositary for the Global Notes. Notes issued in the form of a Global Note shall be registered in the name of the Common Depositary or its nominee. In the nominee event any of the Depositary Notes are issued in a transaction under Rule 144A of the Securities Act, any such Person shall purchase such Notes in transactions complying with Rule 144A under the Securities Act. The Trustee, as custodian (the “Global NotesCustodian”), will act as custodian of each Global Note for the Common Depositary or appoint a sub-custodian to act in such capacity. The transfer So long as the Common Depositary or its nominee is the registered owner of the Global Note, it shall be considered the holder of the Notes represented thereby for all purposes hereunder and exchange under the Global Note. None of the Issuer, the Trustee, any Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made by the Common Depositary, or its nominee, on account of beneficial interests in any the Global Note. Interests in the Global Note shall be transferred on the Common Depositary’s book-entry settlement system. (e) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, such Global Notes Note shall be effected through returned to or retained and canceled by the Depositary Trustee in accordance with this Indenture and the applicable procedures of the DepositarySection 2.17. Global Notes shall bear the Global Notes Legend. Except as provided At any time prior to such cancellation, if any beneficial interest in Section 2.08(b), beneficial owners of a Global Note shall not be entitled is exchanged for or transferred to have certificates registered a Person who will take delivery thereof in their names, shall not receive the form of a beneficial interest in another Global Note or be entitled to receive physical delivery in the form of certificates Notes in definitive registered form and shall not be considered Holders form, the principal amount of Notes represented by such Global Note. Any Global Notes shall represent such of the outstanding Notes as Note shall be specified therein reduced accordingly and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any an endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made on such Global Note by the Trustee or by the custodian for the Global Note, Common Depositary at the direction of the TrusteeTrustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, in such manner other Global Note shall be increased accordingly and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest on any Global Notes an endorsement shall be made on such Global Note by the Trustee or by the Common Depositary at the direction of the Trustee to reflect such increase. (f) The forms of Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Depositary in immediately available fundsIssuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. If the Notes conflict or are inconsistent with the provisions of the Indenture, then this Indenture shall control.

Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Company and authenticated by the Trustee’s certificate , which shall be deposited with, or on behalf of, the Common Depositary and shall be registered in the name of authentication to be borne by such “Elavon Financial Services DAC”, or its nominee, for, and in respect of interests held through, the Depositary. The Notes shall be substantially in the form set forth in of Exhibit A heretoattached hereto (including the Global Note Legend thereon). The Notes issued in definitive certificated form in accordance with the terms of the Base Indenture and provisions contained this Twenty-Seventh Supplemental Indenture, if any, shall be substantially in the form of Notes attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantor 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 for but without the Global Notes or the Depositary or as may be required for the Notes to be tradable on any market 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 subjectNote Legend thereon). So long as the Notes are eligible for book-entry settlement with the Common Depositary, or unless otherwise required by lawits nominee, is the registered owner of a Global Note, the Common Depositary or otherwise contemplated by Section 2.08(b)its nominee, all as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture. Ownership of beneficial interests in such Global Note shall initially be evidenced shown on, and transfers thereof shall be effected only through, records maintained by one the Depositary (with respect to beneficial interests of Participants) or more by Participants or Persons that hold interests through Participants (with respect to beneficial interests of beneficial owners). In addition, the following provisions of clauses (1), (2), and (3) below shall apply only to Global Notes: 1. Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Securities registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Note and the Company has not appointed a successor Depositary within 90 days of receipt of such notice or has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (C) the Company (subject to the procedures of the Depositary) so directs the Trustee by Company Order. Beneficial interests in Global Notes may be exchanged for Definitive Notes of the same series upon request but only upon at least 30 days’ prior written notice given to the Trustee by or on behalf of the Depositary in global accordance with customary procedures. 2. Subject to clause (1) above, any exchange of a Global Note for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Note or any portion thereof shall be registered in such names as the Depositary for such Global Note shall direct. 3. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such note is registered in the name of a Person other than the Depositary or the nominee of the Depositary (the “Global Notes”). The transfer and exchange of beneficial interests in any for such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Global Notes shall bear the Global Notes Legend. Except as provided in Section 2.08(b), beneficial owners of Note or a Global Note shall not be entitled to have certificates registered in their names, shall not receive or be entitled to receive physical delivery of certificates in definitive registered form and shall not be considered Holders of such Global Note. Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced on the books and records of the Depositary and Trustee to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal of and any interest on any Global Notes shall be made to the Depositary in immediately available fundsnominee thereof.