Common use of Forms of Notes Clause in Contracts

Forms of Notes. The Notes and the Trustee’s certificates of authentication shall be in substantially the form set forth in this Article, with 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 be required to comply with applicable law or the rules of any securities exchange or as may, consistent herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. The certificated Notes shall be printed, lithographed or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authentication. The Notes shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Upon their original issuance, Rule 144A Notes shall be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note, are collectively herein called the “Restricted Global Note.” Upon their original issuance, Initial Regulation S Notes shall be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct); provided, that upon such deposit all such Notes shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream. Such Global Notes, together with their Successor Notes which are Global Notes other than the Restricted Global Note, are collectively herein called the “Regulation S Global Note.” Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (or, in each case, the equivalent documents setting forth the procedures of Euroclear and Clearstream) shall be applicable to the transfer of beneficial interests in the Regulation S Global Note that are held by the Agent Members through Euroclear or Clearstream. Except as set forth in Section 2.08 hereof, the Global Notes may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Agent Members shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note.

Forms of Notes. The Initial Notes and the Trustee’s certificates of authentication each series shall be in substantially the form set forth forms of Annex A and Annex B hereto, respectively, and, in this Articlethe event of an Exchange Offer, with such appropriate insertionsthe Exchange Notes of each series shall be in substantially the forms of Annex C and Annex D hereto, omissions, substitutions and other variations as are required or permitted by this Indenturerespectively, and in each case may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Notes may be listed, or as may, consistent herewith, be determined by the officers executing such Notes, as evidenced by their execution thereofto conform to usage. The certificated Definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listedmanner, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note SECTION 202. Form of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be dated in substantially the date following form: This is one of its authenticationthe Notes of the series designated therein referred to in the within-mentioned Indenture. BANKERS TRUST COMPANY, as Trustee By:___________________________________ Authorized Signatory SECTION 203. Notes Issuable in Global Form. The Initial Notes shall be issued issuable and transferable in minimum denominations fully registered form as Registered Notes. Each series of $1,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Upon their original issuance, Rule 144A Initial Notes shall be issued in the form of one or more permanent Global Notes registered or, in the name case of DTCaccredited "institutional investors", in the form of one or more Definitive Notes. In the event of an Exchange Offer, the Exchange Notes shall be issuable and transferable in fully registered form as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts Registered Notes. Each series of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note, are collectively herein called the “Restricted Global Note.” Upon their original issuance, Initial Regulation S Exchange Notes shall be issued in the form of one or more permanent Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian Notes. The depository for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct); provided, that upon such deposit all such shall initially be DTC. The Notes shall not be credited to issuable in definitive form except as provided in Section 305 of this Indenture. If Notes of or through accounts maintained at DTC by or on behalf within a series are issuable in global form, then, notwithstanding the provisions of Euroclear or Clearstream. Such Global NotesSection 302, together with their Successor Notes which are Global Notes other than the Restricted Global Note, are collectively herein called the “Regulation S Global Note.” Each Global any such Note shall represent such of the outstanding Outstanding Notes of such series as shall be specified therein and each shall may provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes of such series from time to time endorsed thereon and that the aggregate amount of outstanding Outstanding Notes of such series represented thereby may from time to time be reduced increased or increased, as appropriate, decreased to reflect exchanges and redemptionsexchanges. Any endorsement of a Global Note in global form to reflect the amount of amount, or any increase or decrease in the amount amount, of outstanding Outstanding Notes represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Note Custodian, at in permanent global form in the direction of the Trustee, in accordance with manner and upon instructions given by the Holder thereof as required Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Note in global form shall be in writing but need not comply with Section 2.08 hereof102 and need not be accompanied by an Opinion of Counsel. The provisions of the “Operating Procedures last sentence of Section 303 shall apply to any Note represented by a Note in global form if such Note was never issued and sold by the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” Company and the “General Terms Company delivers to the Trustee the Note in global form together with written instructions (which need not comply with Section 102 and Conditions need not be accompanied by an Opinion of Clearstream” Counsel) with regard to the reduction in the principal amount of Notes represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, payment of principal of and “Customer Handbook” of Clearstream (or, any premium and interest on any Note in each case, the equivalent documents setting forth the procedures of Euroclear and Clearstream) permanent global form shall be applicable made to the transfer Person or Persons specified therein. Notwithstanding the provisions of beneficial interests Section 308 and except as provided in the Regulation S Global Note that are held by the Agent Members through Euroclear or Clearstream. Except as set forth in Section 2.08 hereofpreceding paragraph, the Global Notes may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Agent Members shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or and the Trustee shall treat as the absolute owner Holder of such principal amount of Outstanding Notes represented by a permanent Global Note for all purposes whatsoever. Notwithstanding in the foregoing, nothing herein shall prevent the Companycase of a permanent Global Note in registered form, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices Holder of such Depositary governing the exercise of the rights of an owner of a beneficial interest permanent Global Note in any Global Noteregistered form.

Forms of Notes. The Notes are being issued by the Issuer pursuant to the Settlement Agreement, dated as of June 7, 2010 (as amended, restated, supplemented or otherwise modified from time to time, in each case in accordance with the terms thereof, the “Settlement Agreement”), by and among the Issuer, Ambac Credit Products, LLC, Ambac Financial Group, Inc. and the Trustee’s certificates parties listed on Schedule A thereto. (i) Notes offered and sold pursuant to the Settlement Agreement to “institutional accredited investors” (each, an “Institutional Accredited Investor”) within the meaning of authentication shall be in substantially Rule 501(a)(1), (2), (3) or (7) under the form set forth in this Article, with 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 Securities Act of identification and such legends or endorsements placed thereon as may be required to comply with applicable law or the rules of any securities exchange or as may, consistent herewith, be determined by the officers executing such Notes1933, as evidenced by their execution thereof. The certificated Notes shall be printedamended (the “Act”), lithographed or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authentication. The Notes shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Upon their original issuance, Rule 144A Notes shall be issued in the form of one or more Global Notes (as defined below) (the “Restricted Global Notes”) in definitive, fully registered form without interest coupons, substantially in the form attached as Exhibit B hereto, with such applicable legends as are provided for in Exhibit B. Each such Global Note shall be registered in the name of DTC, as a nominee of The Depository Trust Company (the “U.S. Depositary, or its nominee ”) and deposited with the TrusteeFiscal Agent, at its New York City office, as custodian for DTCthe U.S. Depositary, duly executed by the Issuer and authenticated by the Fiscal Agent as hereinafter provided. The aggregate principal amount of each Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Fiscal Agent, as custodian for the U.S. Depositary, as hereinafter provided. (ii) (A) Notes offered and sold in reliance on Regulation S (“Regulation S”) under the Act pursuant to the Settlement Agreement shall be issued initially in the form of temporary Global Notes in definitive, fully registered form without interest coupons, substantially in the form of Note attached as Exhibit B hereto, with such applicable legends as are provided for in Exhibit B. Each such Global Note shall be registered in the name of a nominee of the U.S. Depositary and deposited with the Fiscal Agent, at its New York City office, as custodian for the U.S. Depositary, duly executed by the Issuer and authenticated by the Fiscal Agent as hereinafter provided, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby Euroclear Bank S.A./N.V. (“Euroclear”) or such other accounts as they may directClearstream Banking, société anonyme, Luxembourg (“Clearstream Banking”). Such Until such time as the Restricted Period (as defined below) shall have terminated, each such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note, are collectively herein called the “Restricted Global Note.” Upon their original issuance, Initial Regulation S Notes Note shall be issued in the form of one or more Global Notes registered in the name of DTC, referred to herein as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct); provided, that upon such deposit all such Notes shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream. Such Global Notes, together with their Successor Notes which are Global Notes other than the Restricted Global Note, are collectively herein called the a “Temporary Regulation S Global Note.” Each After the Restricted Period shall have terminated, interests in each such Global Note shall represent such be exchangeable for equivalent interests in a like Global Note, referred to herein as a “Permanent Regulation S Global Note.” The aggregate principal amount of the outstanding Notes as shall be specified therein each Temporary Regulation S Global Note and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby Permanent Regulation S Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the TrusteeFiscal Agent, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (or, in each case, the equivalent documents setting forth the procedures of Euroclear and Clearstream) shall be applicable to the transfer of beneficial interests in the Regulation S Global Note that are held by the Agent Members through Euroclear or Clearstream. Except as set forth in Section 2.08 hereof, the Global Notes may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Agent Members shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Global NoteU.S. Depositary, and the Depositary may be treated by the Companyas hereinafter provided. As used herein, the Trustee term “Restricted Period” means the period of 40 consecutive days beginning on and any agent including the issue date of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Temporary Regulation S Global Note.

Forms of Notes. (a) The forms of the Notes and the Trustee’s certificates of authentication shall will be in substantially the form as set forth in this Article, with such appropriate insertions, omissions, substitutions Exhibit A hereto. (b) Notes of each Class will be duly executed by the Issuer and other variations as are required or permitted authenticated by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable law the Collateral Trustee or the rules Authenticating Agent as hereinafter provided. (c) Except for Notes issued in the form of Certificated Notes, the Notes of each Class offered to Qualified Purchasers that are non-"U.S. persons" in offshore transactions in reliance on Regulation S will be issued initially in the form of Temporary Global Notes and with the applicable legend set forth in Exhibit A added thereto, which will be deposited on behalf of the subscribers for such Notes represented thereby with the Collateral Trustee as custodian for DTC and registered in the name of a nominee of DTC for the respective accounts of Euroclear and Clearstream. On or after the 40th day following the later of the Closing Date and the commencement of the offering of the Notes (the "Restricted Period"), beneficial interests in a Temporary Global Note of any securities exchange or as may, consistent herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. The certificated Notes shall be printed, lithographed or produced by any combination Class of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listedexchanged for interests in a Regulation S Global Note of the same Class upon certification that the beneficial owner(s) of such Temporary Global Note are Qualified Purchasers that are not "U.S. persons" (as defined under Regulation S). Upon the exchange of a Temporary Global Note for a Regulation S Global Note after the Restricted Trading Period, all the Regulation S Global Note will be deposited with the Collateral Trustee as determined by custodian for DTC and registered in the officers executing such name of a nominee of DTC for the account of Euroclear and Clearstream. During the Restricted Period, interests in a Temporary Global Note will not be transferable to a person that takes delivery in the form of any interest in a Rule 144A Global Note or a Certificated Note. (d) Except for Notes issued in the form of Certificated Notes, as evidenced by their execution the Notes of such Notes. Each Note shall be dated the date of its authentication. The Notes shall each Class sold to Persons that are QIB/QPs will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained initially in the Notes shall constitute, and are hereby expressly made, a part form of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Upon their original issuance, one Rule 144A Global Note per Class and will be deposited on behalf of the subscribers for such Notes shall represented thereby with the Collateral Trustee as custodian for DTC and registered in the name of a nominee of DTC. Notes issued to an Other Account on the Closing Date that is both an Institutional Accredited Investor and a Qualified Purchaser will be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners Certificated Notes. (e) All of the Notes represented thereby (or such other accounts as they may direct). Such Global Notesissued on the Closing Date, together with their Successor Notes which are Global Notes other than the Regulation S Global NoteCertificated Notes issued to an Other Account, are collectively herein called the “Restricted Global Note.” Upon their original issuance, Initial Regulation S Notes shall will be issued in the form of one or more Global Notes and will be deposited, in the case of the Rule 144A Global Notes, with the Collateral Trustee as custodian for DTC and registered in the name of a nominee of DTC, as Depositaryand, or its nominee and deposited with in the Trustee, as custodian for DTC, for credit by DTC to the respective accounts case of beneficial owners of the Notes represented thereby (or such other accounts as they may direct); provided, that upon such deposit all such Notes shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream. Such Regulation S Global Notes, together with their Successor Notes which are Global Notes other than registered in the Restricted Global Note, are collectively herein called the “Regulation S Global Note.” Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement name of a Global Note to reflect nominee of DTC for the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (or, in each case, the equivalent documents setting forth the procedures account of Euroclear and Clearstream) . After the Closing Date, all of the Notes shall be applicable to the transfer of beneficial interests in the Regulation S form of Global Note that are Notes except (x) Certificated Notes held by an Other Account and (y) Certificated Notes issued following a Depository Event or upon the Agent Members through Euroclear or Clearstreamrequest of a Holder during the continuance of an Event of Default. Except as set forth in Section 2.08 hereof, the Global Certificated Notes held by an Other Account may not be transferred as exchanged at any time except in connection with a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee transfer of such successor Depositary. Agent Members shall have no rights either under Certificated Notes in accordance with Section 2.5(f) of this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global NoteIndenture.

Forms of Notes. (a) The forms of the Notes (other than any Uncertificated Notes), including the forms of Certificated Notes, Temporary Regulation S Global Notes, Regulation S Global Notes and the Trustee’s certificates of authentication Rule 144A Global Notes, shall be in substantially the form as set forth in this ArticleExhibit A hereto. (b) Notes. (i) The Notes sold to Persons that are not "U.S. Persons" (as defined in Regulation S) who are Qualified Purchasers shall each be issued initially in the form of Temporary Regulation S Global Notes, in definitive, fully registered form, without interest coupons substantially in the form attached as Exhibit A hereto, which will be (or to the extent applicable have been) deposited on behalf of the subscribers for such Regulation S Global Notes represented thereby with such appropriate insertions, omissions, substitutions and other variations the Trustee as are required or permitted by this Indenturecustodian for, and may have such lettersregistered in the name of a nominee of, numbers or other marks DTC for the respective accounts of identification Euroclear and such legends or endorsements placed thereon as may be required to comply with applicable law Clearstream, duly executed by the Issuer and authenticated by the Trustee or the rules Authenticating Agent as hereinafter provided. On or after Distribution Compliance Period, interests in Temporary Regulation S Global Notes will be exchangeable for interests in a permanent Regulation S Global Note, in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a "Permanent Regulation S Global Note") of any securities the same class upon certification that the beneficial interests in such Temporary Regulation S Global Notes are owned by Qualified Purchasers that are not "U.S. persons". A beneficial interest in a Temporary Regulation S Global Note will not be transferable to a Person that takes delivery in the form of an interest in a Rule 144A Global Note or a U.S. person that takes delivery of a Certificated Note or an Uncertificated Note during the Distribution Compliance Period. Upon the exchange of Temporary Regulation S Global Notes for Permanent Regulation S Global Notes, such Regulation S Global Note will be deposited on behalf of the subscribers for such Notes with the Trustee as custodian for DTC and registered in the name of a nominee of DTC for the respective accounts of Euroclear and Clearstream. (ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note or an Uncertificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as mayExhibit A hereto (each, consistent herewitha "Rule 144A Global Note") and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, be determined and registered in the name of Cede & Co., a nominee of, DTC, duly executed by the officers executing such Notes, as evidenced by their execution thereof. The certificated Notes shall be printed, lithographed or produced by any combination of these methods or may be produced in any other manner permitted Issuer and authenticated by the rules of any securities exchange on which Trustee or the Notes may be listed, all Authenticating Agent as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authentication. hereinafter provided. (iii) The Notes shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitutesold to persons that are QIB/QPs, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Upon their original issuance, Rule 144A Notes shall may upon request be issued in the form of one or more Global definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a "Certificated Note") or any Uncertificated Notes which shall be registered in the name of DTCthe beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee or Authenticating Agent as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts hereinafter provided. (iv) The aggregate principal amount of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note, are collectively herein called Notes and the “Restricted Global Note.” Upon their original issuance, Initial Regulation S Notes shall be issued in the form of one or more Rule 144A Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct); provided, that upon such deposit all such Notes shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream. Such Global Notes, together with their Successor Notes which are Global Notes other than the Restricted Global Note, are collectively herein called the “Regulation S Global Note.” Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement decreased by adjustments made on the records of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note CustodianDTC or its nominee, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (or, in each case, the equivalent documents setting forth the procedures of Euroclear and Clearstream) shall be applicable to the transfer of beneficial interests in the Regulation S Global Note that are held by the Agent Members through Euroclear or Clearstream. Except as set forth in Section 2.08 hereof, the Global Notes may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Agent Members shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impaircase may be, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Notehereinafter provided.

Forms of Notes. The (a) Except as otherwise provided pursuant to this Section 2.2, the Floating Rate Notes, the 2016 Notes and the Trustee’s certificates of authentication shall be 2021 Notes are issuable in fully registered form without coupons in substantially the form set forth in this Articleforms of Exhibits A, B and C hereto, respectively, with such appropriate insertions, omissions, substitutions and other variations applicable legends 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 be required to comply with applicable law or the rules of any securities exchange or as may, consistent herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. The certificated Notes shall be printed, lithographed or produced by any combination of these methods or may be produced provided for in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authenticationSection 2.3. The Notes shall be issued are not issuable in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereofbearer form. The terms and provisions contained in the respective forms of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, the Guarantors Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Upon their original Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements 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 Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of either series may be listed or designated for issuance, Rule 144A or to conform to usage. (b) The Notes of each series and the Guarantees are being offered and sold by the Issuer pursuant to the Underwriting Agreement. The Notes of each series shall be issued initially in the form of one or more permanent global Notes in fully registered form without interest coupons, substantially in the forms of Exhibits A, B and C hereto, respectively (with respect to the Floating Rate Notes, the “Floating Rate Global Notes Note”, with respect to the 2016 Notes, the “2016 Global Note” and, with respect to the 2021 Notes, the “2021 Global Note,” and the Floating Rate Global Note, together with the 2016 Global Note and the 2021 Global Note, collectively, the “Global Notes”), each with the applicable legends as provided in Section 2.3. Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the applicable Guarantee executed by the Guarantor and shall be registered in the name of DTC, as Depositary, the Depositary or its nominee and deposited with retained by the Trustee, as custodian for DTCcustodian, at its Corporate Trust Office, for credit by DTC to the respective accounts of beneficial owners of the Agent Members holding the Notes represented thereby (or such other accounts as they may direct)evidenced thereby. Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note, are collectively herein called the “Restricted Global Note.” Upon their original issuance, Initial Regulation S Notes shall be issued in the form The aggregate principal amount of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct); provided, that upon such deposit all such Notes shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream. Such Global Notes, together with their Successor Notes which are Global Notes other than the Restricted Global Note, are collectively herein called the “Regulation S Global Note.” Each each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction records of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof. The provisions of the “Operating Procedures of the Euroclear System” custodian, and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (or, in each case, the equivalent documents setting forth the procedures of Euroclear and Clearstream) shall be applicable to the transfer of beneficial interests in the Regulation S Global Note that are held by the Agent Members through Euroclear or Clearstream. Except as set forth in Section 2.08 hereof, the Global Notes may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Agent Members shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairits nominee, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Notehereinafter provided.

Forms of Notes. (a) The forms of the Notes, including the forms of Certificated Notes, Regulation S Global Notes and the Trustee’s certificates of authentication Rule 144A Global Notes, shall be in substantially the form as set forth in this Article, with 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 be required to comply with the applicable law or the rules of any securities exchange or as may, consistent herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. The certificated Notes shall be printed, lithographed or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authentication. The Notes shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Upon their original issuanceExhibit A hereto. (b) Regulation S Global Notes, Rule 144A Global Notes, Certificated Accredited Investor Notes and Certificated Subordinated Notes. (i) The Notes of each Class sold to persons who are not U.S. persons in offshore transactions in reliance on Regulation S shall each be issued initially in the form of one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A1 hereto (each, a "Regulation S Global Note"), and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafter provided. (ii) The Notes of each Class (other than Subordinated Notes) sold to persons that are QIB/QPs shall each be issued initially in the form of one permanent global note per Class in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A1 hereto (each, a "Rule 144A Global Note") and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafter provided. The Class C Notes, Class D Notes, Class E Notes and Class F Notes sold to, or for the account or benefit of, either (i) U.S. persons that are (x) Knowledgeable Employees or an entity owned exclusively by Knowledgeable Employees that are also (y) Accredited Investors or (ii) at the election of the Issuer, non-U.S. purchasers in offshore transactions in reliance on Regulation S, shall be issued in the form of one or more Global Notes definitive, fully registered notes without coupons substantially in the form attached as Exhibit A3 hereto (each, a "Certificated Accredited Investor Note") which shall be registered in the name of DTCthe beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the provided herein. The Subordinated Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global NoteSubordinated Notes) sold to, or for the account or benefit of, U.S. persons that are collectively herein called either (x) QIB/QPs or (y) (1) Knowledgeable Employees or an entity owned exclusively by Knowledgeable Employees that are also (2) Accredited Investors, shall be issued, and the “Restricted Global Note.” Upon their original issuance, Initial Regulation S Reinvesting Holder Notes shall be issued evidenced, in the form of one or more Global definitive, fully registered notes without coupons substantially in the form attached as Exhibit A4 hereto (and the Reinvesting Holder Notes in the form attached as Exhibit A5 hereto) (each, a "Certificated Subordinated Note") which shall be registered in the name of DTCthe beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners provided herein. (iii) The aggregate principal amount of the Notes represented thereby (or such other accounts as they may direct); provided, that upon such deposit all such Notes shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream. Such Global Notes, together with their Successor Notes which are Global Notes other than the Restricted Global Note, are collectively herein called the “Regulation S Global Note.” Each Notes and the Rule 144A Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement decreased by adjustments made on the records of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note CustodianDTC or its nominee, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (or, in each case, the equivalent documents setting forth the procedures of Euroclear and Clearstream) shall be applicable to the transfer of beneficial interests in the Regulation S Global Note that are held by the Agent Members through Euroclear or Clearstream. Except as set forth in Section 2.08 hereof, the Global Notes may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Agent Members shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impaircase may be, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Notehereinafter provided.

Forms of Notes. The (a) Except as otherwise provided pursuant to this Section 2.2, the 2020 Notes, 2024 Notes and the Trustee’s certificates of authentication shall be 2028 Notes are issuable in fully registered form without coupons in substantially the form set forth in this Articleof Exhibits A-1 - A-3 hereto, respectively, with such appropriate insertions, omissions, substitutions and other variations applicable legends 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 be required to comply with applicable law or the rules of any securities exchange or as may, consistent herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. The certificated Notes shall be printed, lithographed or produced by any combination of these methods or may be produced provided for in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authenticationSection 2.3. The Notes shall be issued are not issuable in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereofbearer form. The terms and provisions contained in the respective forms of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, the Guarantors Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Upon their original Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements 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 Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of any series may be listed or designated for issuance, Rule 144A or to conform to usage. (b) The Notes and the Guarantees are being offered and sold by the Issuer pursuant to the Subscription Agreement. The Notes shall be issued initially in the form of one or more permanent global Notes in fully registered form without interest coupons, substantially in the form of Exhibits A-1 - A-3 hereto, respectively (with respect to the 2020 Notes, the “2020 Global Notes Note”, with respect to the 2024 Notes, the “2024 Global Note” and with respect to the 2028 Notes, the “2028 Global Note” and collectively, the “Global Notes”), with the applicable legends as provided in Section 2.3. Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the applicable Guarantees executed by the Guarantor and shall be deposited with and registered in the name of DTC, as Depositary, the Common Depositary or its nominee and deposited with for the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note, are collectively herein called the “Restricted Global Note.” Upon their original issuance, Initial Regulation S Notes shall be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee Euroclear and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct); provided, that upon such deposit all such Notes shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream. Such Global Notes, together with their Successor Notes which are Global Notes other than the Restricted Global Note, are collectively herein called the “Regulation S Global Note.” Each The aggregate principal amount of each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement decreased by adjustments made on the records of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee Registrar or the Note CustodianPrincipal Paying Agent, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (or, in each case, the equivalent documents setting forth the procedures of Euroclear and Clearstream) shall be applicable to the transfer of beneficial interests in the Regulation S Global Note that are held by the Agent Members through Euroclear or Clearstream. Except as set forth in Section 2.08 hereof, the Global Notes may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Agent Members shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Notehereinafter provided.

Forms of Notes. The (a) Except as otherwise provided pursuant to this Section 2.2, the Notes and the Trustee’s certificates of authentication shall be are issuable in fully registered form without coupons in substantially the form set forth in this Article, of Exhibit A hereto with such appropriate insertions, omissions, substitutions and other variations applicable legends 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 be required to comply with applicable law or the rules of any securities exchange or as may, consistent herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. The certificated Notes shall be printed, lithographed or produced by any combination of these methods or may be produced provided for in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authenticationSection 2.3. The Notes shall be issued are not issuable in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereofbearer form. The terms and provisions contained in the form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, the Guarantors Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Upon their original Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements 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 Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, Rule 144A or to conform to usage. (b) The Notes and the Guarantee are being initially offered and sold by the Issuer to the underwriters thereof pursuant to the Underwriting Agreement. The Notes shall be issued initially in the form of one or more permanent global Notes in fully registered form without interest coupons, substantially in the form of Exhibit A hereto (the “Global Notes Notes”), each with the applicable legends as provided in Section 2.3. Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the applicable Guarantee executed by the Guarantor and shall be deposited with and registered in the name of DTC, as Depositary, the Common Depositary or its nominee and deposited with for the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note, are collectively herein called the “Restricted Global Note.” Upon their original issuance, Initial Regulation S Notes shall be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee Euroclear and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct); provided, that upon such deposit all such Notes shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream. Such Global Notes, together with their Successor Notes which are Global Notes other than the Restricted Global Note, are collectively herein called the “Regulation S Global Note.” Each The aggregate principal amount of each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement decreased by adjustments made on the records of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee Registrar or the Note CustodianPaying Agent, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream hereinafter provided. (or, in each case, the equivalent documents setting forth the procedures of Euroclear and Clearstreamc) shall be applicable to the transfer of At such time as all beneficial interests in the Regulation S a Global Note that are held have either been exchanged for Physical Notes, redeemed, repurchased or cancelled, such Global Note shall be returned by the Agent Members through Euroclear or Clearstream. Except as set forth in Section 2.08 hereof, the Global Notes may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Common Depositary to the Depositary Trustee for cancellation or another nominee retained and cancelled by the Trustee at the written direction of the Depositary Issuer. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Notes, redeemed, repurchased or cancelled, the principal amount of the Notes represented by such Global Note shall be reduced and an adjustment shall be made on the Depositary or any such nominee to a successor Depositary or a nominee books and records of such successor Depositary. Agent Members shall have no rights either under this Indenture the Trustee with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Global Note, and the Depositary may be treated by the CompanyTrustee, the Trustee and any agent of the Company or the Trustee as the absolute owner of to reflect such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Notereduction.