Common use of Global Notes Clause in Contracts

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall will cancel such the Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) Series A Notes issued offered and sold to QIBs in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A hereto (including Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. If beneficial interests in any such 144A Global Note Legend thereon or in any Regulation S Global Note are transferred to an Institutional Accredited Investor, then, for so long as the Applicable Procedures shall so permit, such beneficial interests shall be represented by an IAI Global Note having an initial principal amount equal to the aggregate amount of such beneficial interests, and such IAI Global Note shall be deposited on behalf of the “Schedule beneficial owners of Exchanges of Interests the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note” attached thereto), which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or the nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein, and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions exchanges, redemptions, repurchases and transfers of interests thereininterests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Trustee, as Registrar and Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.06 hereof. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

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

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount All of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary one or more Global NoteNotes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian Securities Custodian for the depositary, DTC (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided hereinafter provided. A Global Note may be transferred, in this Indenture. Following the termination whole or in part, only to another nominee of the Restricted Period, beneficial interests Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a Global Note may be held directly through the Depositary if such Holder is a participant in the Regulation S Temporary Global Note Depositary, or indirectly through organizations that are participants in the Depositary. Transfers between participants shall be exchanged for beneficial interests effected in the Regulation S Permanent Global Note pursuant to Section 2.06 ordinary way in accordance with Applicable Procedures and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notebe settled in clearing house funds. The aggregate principal amount of a Regulation S the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian and the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and the provisions of this Indenture. (ii) 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, redemptions, purchases or repurchases of such Notes. Any adjustment of the aggregate principal amount 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 in accordance with Applicable Procedures and shall be made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureDepositary.

Global Notes. (i1) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.06 hereof. (ii2) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 hereof and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) Initial Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued in the form of Exhibit A hereto one or more 144A Global Notes, deposited with the Trustee, as custodian for the Depositary (including in such capacity the “Custodian”), duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Note Legend thereon may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note, as hereinafter provided. Initial Notes offered and the “Schedule of Exchanges of Interests sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes deposited with the Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note” attached thereto, as hereinafter provided. Initial Notes sold in transactions that are registered under the Securities Act shall be issued as Unrestricted Global Notes. In addition, Unrestricted Global Notes shall be issued in accordance with Sections 2.07(b)(iii) and 2.07(d)(iii), and shall be deposited with the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount outstanding of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and exchanges, transfers of interests therein, redemptions and repurchases in accordance with the terms of this Indenture. Any endorsement of Schedule A to a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, the Paying Agent or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Optional Redemption), 3.09 (Special Mandatory Redemption), 4.10 (Limitation on Asset Sales) and 4.11 (Repurchase of Notes upon a Change of Control). Except as set forth in Section 2.07(a), the Holder thereof as required by Section 2.06. (ii) Global Notes offered may be transferred, in whole and sold not in reliance on Regulation S shall be issued initially in the form part, only to a successor of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureCustodian.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount All of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary one or more Global NoteNotes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian Securities Custodian for the depositary, DTC (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided hereinafter provided. A Global Note may be transferred, in this Indenture. Following the termination whole or in part, only to another nominee of the Restricted Period, beneficial interests Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a Global Note may be held directly through the Depositary if such Holder is a participant in the Regulation S Temporary Global Note Depositary, or indirectly through organizations that are participants in the Depositary. Transfers between participants shall be exchanged for beneficial interests effected in the Regulation S Permanent Global Note pursuant to Section 2.06 ordinary way in accordance with Applicable Procedures and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notebe settled in clearing house funds. The aggregate principal amount of a Regulation S the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian and the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and the provisions of this Indenture. (ii) 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, redemptions, purchases, repurchases or conversions of such Notes. Any adjustment of the aggregate principal amount 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 in accordance with Applicable Procedures and shall be made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureDepositary.

Global Notes. (i) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. 2.06 hereof. The Company shall execute and the Trustee shall, in accordance with Section 2.02 hereof, authenticate and deliver the Global Notes that (iii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed and (ii) shall be delivered by the Company and authenticated Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as provided in Custodian. Participants shall have no rights either under this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Indenture with respect to any Global Note shall be exchanged for beneficial interests in held on their behalf by the Regulation S Permanent Global Note pursuant to Section 2.06 and Depositary or by the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or Trustee as the owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall cancel prevent the Company, the Trustee or any Agent or other agent of the Company or the Trustee from giving effect to any written certificate, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of such Regulation S Temporary Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The aggregate principal amount Trustee shall have no responsibility or obligation to any Holder, any member or Participant of a Regulation S Global Note may from time DTC or any other Person with respect to time be increased or decreased by adjustments made on the accuracy of the records of the Trustee and the Depositary DTC (or its nominee) or of any Participant or member thereof, as with respect to any ownership interest in the case Notes or with respect to the delivery of any notice (including without limitation any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under which or with respect to the Notes. The Trustee may berely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members, in connection with transfers of interest as provided in this IndentureParticipants and Indirect Participants.

Global Notes. (i) Initial Notes and Initial Additional Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto)) will be substantially in the form of Exhibit A-1. Each Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.06 hereof. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.”

Global Notes. (i) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto). Each Global Note shall will represent such aggregate principal amount of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinpurchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee or the Custodian, Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the a Common Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuer and authenticated by the Trustee or the Authentication Agent as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the records Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of a Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a Common Depositary, for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee and the Depositary or its nomineeAuthentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note and recorded in the Security Register, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall will, at the written direction of the Company, cancel such the Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) Rule 144A Notes issued in global form shall be substantially issued initially in the form of Exhibit A hereto one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (including collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or a nominee of the Common Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note or any other Note without a Restricted Notes Legend thereon until the expiration of the Distribution Compliance Period. The Rule 144A Global Note and the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Schedule of Exchanges of Interests in the Global Note” attached thereto). and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the CustodianCommon Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii2.06 of this Indenture and Section 2.3(c) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.Appendix A.

Global Notes. (i) The Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes issued in global form and the Class E-1 Notes shall be substantially issued initially in the form of Exhibit A hereto Rule 144A Global Notes, which shall be delivered by the Trustee to the Security Depository or pursuant to the Security Depository’s instructions, and registered in the name of the Security Depository or a nominee of the Security Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Outstanding Note Balance of the Rule 144A Global Notes may from time to time be increased (including up to the Global Note Legend thereon maximum authorized amount) or decreased by adjustments made on the records of the Trustee and the “Schedule Security Depository or its nominee as hereinafter provided. The Trustee shall not be liable for any error or omission by the Security Depository in making such record adjustments, and the records of Exchanges the Trustee shall be controlling with regard to the Outstanding Note Balance of Interests in the Rule 144A Global Note” attached thereto)Notes hereunder absent manifest error. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, or by the Custodian, Note Registrar at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 2.07 hereof. Except as set forth in Section 2.07 hereof, the Global Notes offered may be transferred, in whole and sold not in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Notepart, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the only to another nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear Security Depository or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination to a successor of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary Security Depository or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests Principal Amount in the Global Note” " attached thereto). Each Global Note shall will represent such aggregate principal amount of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinpurchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee or the Custodian, Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the "Regulation S Temporary Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian a Custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Company Issuer and authenticated by the Trustee or the Authentication Agent as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the records Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of a Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the "Restricted Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a Custodian, for DTC, duly executed by the Issuer and authenticated by the Trustee and the Depositary or its nomineeAuthentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note and recorded in the Security Register, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

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

Global Notes. (i) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges Increases or Decreases in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Interests Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Increases or Decreases in the Global Note” attached thereto). Each Global Note shall will represent such aggregate principal amount of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and exchanges, repurchases, transfers of interests thereinand redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 3.06 hereof. Notes initially offered and sold to QIBs in the United States in reliance on Rule 144A shall be issued in the form of one or more QIB Global Notes, duly executed by the Company and the Guarantors and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall will be issued initially in the form of the Regulation S Temporary Global Note, which shall will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and the Guarantors and authenticated by the Trustee as provided in this Indenturehereinafter provided. Following the termination The procedures of the Restricted Period, Euroclear and Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased that are held by Participants through Euroclear or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureClearstream.

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

Global Notes. (i) Restricted Global Notes issued shall be substantially in global the form of Exhibit A hereto (including the Global Note Legend and the Private Placement Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Unrestricted Global Notes issued shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached theretothereto but without the Private Placement Legend). Each Restricted Definitive Notes shall be substantially in the form of Exhibit A hereto (with the Private Placement Legend thereon but without the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto). Unrestricted Definitive Notes shall be substantially in the form of Exhibit A hereto (without the Private Placement Legend or the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.07 hereof. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount All of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Noteone or more Notes in global form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian Securities Custodian for the depositary, DTC (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided (the “Global Note”). A Global Note may be transferred, in this Indenture. Following the termination whole or in part, only to another nominee of the Restricted Period, beneficial interests Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a Global Note may be held directly through the Depositary if such Holder is a participant in the Regulation S Temporary Global Note Depositary, or indirectly through organizations that are participants in the Depositary. Transfers between participants shall be exchanged for beneficial interests effected in the Regulation S Permanent Global Note pursuant to Section 2.06 ordinary way in accordance with Applicable Procedures and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notebe settled in clearing house funds. The aggregate principal amount of a Regulation S the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian and the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and the provisions of this Indenture. (ii) 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, purchases, repurchases or conversions of such Notes. Any adjustment of the aggregate principal amount 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 in accordance with Applicable Procedures and shall be made on the records of the Trustee and the Depositary or its nomineeDepositary. (iii) The Depositary, as the case a Holder, may beappoint agents and otherwise authorize participants to give or take any request, in connection with transfers of interest as provided in demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. (iv) Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the principal of, premium, if any, and interest, if any, on any Global Note shall be made to the Holder thereof. (v) The Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of Notes represented by a Global Note as shall be specified in a written statement of the Depositary or by the applicable procedures of such Depositary with respect to such Global Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

Global Notes. (i) Dollar Notes issued in global form shall be substantially in the form of Exhibit A A-1 hereto (including the Dollar Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Dollar Notes issued in definitive form shall be substantially in the form of Exhibit A-1 hereto (but without the Dollar Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Dollar Global Note shall represent such aggregate principal amount of the outstanding Dollar Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Dollar Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Dollar Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Dollar Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Dollar Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Euro Notes offered and sold issued in reliance on Regulation S global form shall be issued initially substantially in the form of Exhibit A-2 hereto (including the Regulation S Temporary Euro Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note, which ” attached thereto). Euro Notes issued in definitive form shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered substantially in the name form of Exhibit A-2 hereto (but without the Depositary or Euro Global Note Legend thereon and without the nominee “Schedule of the Depositary for the accounts Exchanges of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests Interests in the Regulation S Temporary Global Note” attached thereto). Each Euro Global Note shall represent such of the outstanding Euro Notes as shall be exchanged for beneficial interests specified in the Regulation S Permanent Global Note pursuant to Section 2.06 and “Schedule of Exchanges of Interests in the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, ” attached thereto and each shall provide that it shall represent up to the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note Euro Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Euro Notes represented thereby may from time to time be increased reduced or decreased increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Euro Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Euro Notes represented thereby shall be made by adjustments made on the records Common Depositary in accordance with the Applicable Procedures of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureEuro Note Depositary.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture2.06 hereof. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall will cancel such the Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) Notes issued in global form shall (“Global Notes”) will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto). Each Global Note shall will represent such aggregate principal amount of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinpurchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee or the Custodian, Registrar at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the a Regulation S Temporary Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Common Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuer and authenticated by the Trustee or the Authentication Agent as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on the records Schedule A to each such Regulation S Global Note and recorded in a register of the Notes and of their transfer and exchange (the “Security Register”), as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of a Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee and the Depositary or its nomineeAuthentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note and recorded in the Security Register, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests Principal Amount in the Global Note” " attached thereto). Each Global Note shall will represent such aggregate principal amount of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinpurchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee or the Custodian, Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the "Regulation S Temporary Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the a Common Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuer and authenticated by the Trustee or the Authentication Agent as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the records Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of a Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the "Restricted Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a Common Depositary for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee and the Depositary or its nomineeAuthentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note and recorded in the Security Register, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) The Notes issued in global form form, without interest coupons, shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each . (i) The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited with, or on behalf of, DTC, or will remain in the custody of the Trustee, as custodian, pursuant to an agreement between DTC and the Trustee. (ii) The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes, which shall be deposited with, or on behalf of, the Trustee as custodian for DTC. (iii) In connection with the resale of Notes to an Institutional Accredited Investor, beneficial interests in any of the Global Notes may be exchanged for interests in a separate note in registered form, without interest coupons (the “IAI Global Note”), which will be deposited with, or on behalf of, a custodian for DTC as described in (i) and (ii) above. (iv) Unrestricted Global Notes shall be issued in accordance with Sections 2.06(b)(vi), 2.06(d)(ii) and 2.06(d)(iii) and shall be deposited, duly executed by the Company and authenticated by the Trustee as hereinafter provided. (v) Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby (including as a result of the payment of PIK Interest) shall be made by the Trustee or the Custodianother custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.06 hereof. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up distributed to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold QIBs in reliance on Regulation S Rule 144A shall be issued initially in the form of the Regulation S Temporary a 144A Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstreamat its New York corporate trust office, duly executed by the Company and authenticated by the Trustee as provided hereinafter provided. Notes distributed in this Indenture. Following reliance on Regulation S shall be issued initially in the termination form of the Temporary Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, at its New York corporate trust office, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Temporary Regulation S Global Note will be exchangeable for a single permanent Regulation S Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Note") on a date otherwise in compliance with Regulation S upon written certification that the beneficial interests in such Regulation S Global Note are owned by Non-U.S. persons. Notes distributed to Institutional Accredited Investors who are not QIBs (excluding Non-U.S. Persons) shall be issued initially in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit B (the "Restricted Period, beneficial Definitive Registered Note"). Definitive Registered Notes issued to Non-U.S. Persons in exchange for interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit B (the "Regulation S Permanent Global Note pursuant to Section 2.06 Definitive Registered Note"), duly executed by the Company and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, authenticated by the Trustee shall cancel such Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of a Regulation S each of the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount at ma- turity of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount at maturity of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests therein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount at maturity of outstanding Notes represented thereby shall be made by the Trustee in accordance with written instructions given by the Holder thereof as required by Section 2.7 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the Depositary "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel shall be applicable to interests in the Regulation S Global Note that are held by the Participants through Euroclear or its nomineeCedel. Except as set forth in Section 2.7(a) hereof, as the case Global Notes may bebe transferred, in connection with transfers whole and not in part, only to a successor of interest as provided in this Indenturethe Depositary.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount All of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary one or more Global NoteNotes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the depositary, The Depository Trust Company (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided hereinafter provided. A Global Note may be transferred, in this Indenture. Following the termination whole or in part, only to another nominee of the Restricted Period, beneficial interests Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a global note may be held directly through the Depositary if such Holder is a participant in the Regulation S Temporary Global Note Depositary, or directly through organizations that are participants in the Depositary. Transfers between participants shall be exchanged for beneficial interests effected in the Regulation S Permanent Global Note pursuant to Section 2.06 ordinary way in accordance with Applicable Procedures and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notebe settled in clearing house funds. The aggregate principal amount of a Regulation S the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian and the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and the provisions of this Indenture. (ii) 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, purchases or conversions of such Notes. Any adjustment of the aggregate principal amount 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 in accordance with Applicable Procedures and shall be made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureDepositary.

Global Notes. (i) The Notes issued in global form form, without interest coupons, shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each . (i) The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited with, or on behalf of, DTC, or will remain in the custody of the Trustee, as custodian, pursuant to an agreement between DTC and the Trustee. (ii) The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes, which shall be deposited with, or on behalf of, the Trustee as custodian for DTC. (iii) In connection with the resale of Notes to an Institutional Accredited Investor, beneficial interests in any of the Global Notes may be exchanged for interests in a separate note in registered form, without interest coupons (the “IAI Global Note”), which will be deposited with, or on behalf of, a custodian for DTC as described in (i) and (ii) above. (iv) Unrestricted Global Notes shall be issued in accordance with Sections 2.06(b)(vi), 2.06(d)(ii) and 2.06(d)(iii) and shall be deposited, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. (v) Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent up to the aggregate principal amount at maturity of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount at maturity of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount at maturity of outstanding Notes represented thereby shall be made by the Trustee or the Custodiancustodian, at the direction of the Trustee, in accordance with instructions given by the Holder holder thereof as required by Section 2.062.06 hereof. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) Notes issued Securities offered and sold to QIBs in global form reliance on Rule 144A shall be substantially evidenced by one or more QIB Restricted Notes, deposited with the Trustee, as custodian for the Depositary and registered in the form name of Exhibit A hereto (including the Global Note Legend thereon Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such The aggregate principal amount of the outstanding QIB Restricted Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction records of the Trustee, in accordance with instructions given by as custodian for the Holder thereof Depositary or its nominee, as required by Section 2.06. (ii) Notes hereinafter provided. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of the a Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, Depositary and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamCedel, duly executed by the Company and authenticated by the Trustee as provided in this Indenturehereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers' Certificate from the Company which certificate shall be delivered 40 days after the delivery of the authentication order of the Regulation S Temporary Global Note. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note Notes pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee shall cancel such the Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Initial Notes offered and sold in reliance on Regulation S under the Securities Act ("Regulation S"), shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (the "Regulation S Temporary Global Note"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York office, as custodian custodian, for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or ClearstreamCedel Bank, societe anonyme ("Cedel"), duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nomineenominee as hereinafter provided. Initial Notes offered and sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"), shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto ("Rule 144A Global Note"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York office, as custodian for the case Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Note may be, in connection with transfers from time to time be increased or decreased by adjustments made on the records of interest the Trustee and the Depositary or its nominee as provided in this Indenturehereinafter provided.

Global Notes. (i) The Notes issued in global form form, without interest coupons, shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each . (i) The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited with, or on behalf of, DTC, or will remain in the custody of the Trustee, as custodian, pursuant to an agreement between DTC and the Trustee. (ii) The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes, which shall be deposited with, or on behalf of, the Trustee as custodian for DTC. (iii) In connection with the resale of Notes to an Institutional Accredited Investor, beneficial interests in any of the Global Notes may be exchanged for interests in a separate note in registered form, without interest coupons (the “IAI Global Note”), which will be deposited with, or on behalf of, a custodian for DTC as described in (i) and (ii) above. (iv) Unrestricted Global Notes shall be issued in accordance with Sections 2.06(b)(vi), 2.06(d)(ii) and 2.06(d)(iii) and shall be deposited, duly executed by the Company and authenticated by the Trustee as hereinafter provided. (v) Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodiancustodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.06 hereof. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) Rule 144A Notes issued in global form shall be substantially issued initially in the form of Exhibit A hereto one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (including collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Note Notes Legend thereon and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Partnership and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “Schedule IAI Global Note”) shall also be issued at the request of Exchanges of Interests the Trustee, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Partnership and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” attached thereto). and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by the Indenture and Section 2.06. (ii2.2(c) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.Appendix A.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount All of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Noteone or more Notes in global form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian Securities Custodian for the depositary, DTC (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided (the “Global Note”). A Global Note may be transferred, in this Indenture. Following the termination whole or in part, only to another nominee of the Restricted Period, beneficial interests Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a Global Note may be held directly through the Depositary if such Holder is a participant in the Regulation S Temporary Global Note Depositary, or indirectly through organizations that are participants in the Depositary. Transfers between participants shall be exchanged for beneficial interests effected in the Regulation S Permanent Global Note pursuant to Section 2.06 ordinary way in accordance with Applicable Procedures and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notebe settled in clearinghouse funds. The aggregate principal amount of a Regulation S the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian and the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and the provisions of this Indenture. (ii) 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, redemptions, purchases, repurchases or conversions of such Notes. Any adjustment of the aggregate principal amount 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 in accordance with Applicable Procedures and shall be made on the records of the Trustee and the Depositary or its nomineeDepositary. (iii) The Depositary, as the case a Holder, may beappoint agents and otherwise authorize participants to give or take any request, in connection with transfers of interest as provided in demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. (iv) Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the principal of, premium, if any, and interest, if any, on any Global Note shall be made to the Holder thereof. (v) The Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of Notes represented by a Global Note as shall be specified in a written statement of the Depositary or by the applicable procedures of such Depositary with respect to such Global Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

Global Notes. (i) Initial Notes issued offered and sold in global form reliance on Rule ------------ 144A shall be substantially issued in the form of Exhibit A hereto (including one or more U.S. Global Notes, deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Legend thereon may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note, as hereinafter provided. Initial Notes offered and the “Schedule of Exchanges of Interests sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more International Global Notes deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the International Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note” attached thereto, as hereinafter provided. Unrestricted Global Notes shall be issued in accordance with Section 2.07(b)(iii), 2.07(d)(iii) and 2.07(f), and shall be deposited with the Common Depositary, as custodian for the Depositaries or their respective nominees, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount outstanding of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and exchanges, transfers of interests therein, redemptions and repurchases in accordance with the terms of this Indenture. Any endorsement of Schedule A to a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, the Paying Agent or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Redemption), 4.10 (Limitation on Asset Sales) and 4.11 (Repurchase of Notes upon a Change of Control) hereof. Except as set forth in Section 2.07(a) hereof, the Holder thereof as required by Section 2.06. (ii) Global Notes offered may be transferred, in whole and sold not in reliance on Regulation S shall be issued initially in the form part, only to a successor of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Common Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto). Each Global Note shall will represent such aggregate principal amount of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinpurchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee or the Custodian, Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian a Custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Company Issuer and authenticated by the Trustee or the Authentication Agent as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the records Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of a Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a Custodian, for DTC, duly executed by the Issuer and authenticated by the Trustee and the Depositary or its nomineeAuthentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note and recorded in the Security Register, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. Notes offered and sold to qualified institutional buyers ------------ as defined in Rule 144A (i"QIBs") Notes issued in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including one or more Rule 144A Global Notes in definitive, fully registered form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Note Legend thereon Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the “Schedule of Exchanges of Interests Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Note” attached theretoNotes in definitive, fully registered form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"). The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.6 hereof. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount All of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary one or more Global NoteNotes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the depositary, The Depository Trust Company (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided hereinafter provided. A Global Note may be transferred, in this Indenture. Following the termination whole or in part, only to another nominee of the Restricted Period, beneficial interests Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a Global Note may be held directly through the Depositary if such Holder is a participant in the Regulation S Temporary Global Note Depositary, or directly through organizations that are participants in the Depositary. Transfers between participants shall be exchanged for beneficial interests effected in the Regulation S Permanent Global Note pursuant to Section 2.06 ordinary way in accordance with Applicable Procedures and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notebe settled in clearing house funds. The aggregate principal amount of a Regulation S the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian and the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and the provisions of this Indenture. (ii) 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, purchases or conversions of such Notes. Any adjustment of the aggregate principal amount 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 in accordance with Applicable Procedures and shall be made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureDepositary.

Global Notes. (i) Initial Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued in the form of Exhibit A hereto one or more 144A Global Notes, deposited with the Trustee, as custodian for the Depositary (including in such capacity the “Custodian”), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Note Legend thereon may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note, as hereinafter provided. Initial Notes offered and the “Schedule of Exchanges of Interests sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note” attached thereto, as hereinafter provided. Initial Notes sold in transactions that are registered under the Securities Act shall be issued as Unrestricted Global Notes. In addition, Unrestricted Global Notes shall be issued in accordance with Sections 2.07(b)(iii), 2.07(d)(iii) and 2.07(f), and shall be deposited with the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount outstanding of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and exchanges, transfers of interests therein, redemptions and repurchases in accordance with the terms of this Indenture. Any endorsement of Schedule A to a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, the Paying Agent or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Redemption), 4.10 (Limitation on Asset Sales) and 4.11 (Repurchase of Notes upon a Change of Control). Except as set forth in Section 2.07(a), the Holder thereof as required by Section 2.06. (ii) Global Notes offered may be transferred, in whole and sold not in reliance on Regulation S shall be issued initially in the form part, only to a successor of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureCustodian.

Global Notes. (i) The Notes issued in global form offered and sold shall be substantially issued in the form of Exhibit A hereto one or more fully registered Notes in global form (including "Global Notes"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary at its New York corporate trust office, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Notes in definitive form ("Certificated Notes") shall not be issued except as provided in Section 2.07(a). The aggregate principal amount of each of the Global Note Legend thereon and Notes may from time to time be increased or decreased by adjustments made on the “Schedule records of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and exchanges, redemptions and transfers of interests thereintherein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii2.07 hereof. Except as set forth in Section 2.07(a) hereof, the Global Notes offered and sold in reliance on Regulation S shall may not be issued initially in transferred except as a whole by the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name Depositary to a nominee of the Depositary or by the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as another nominee of the case may be, in connection with transfers Depositary or by the nominee of interest as provided in this Indenturethe Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor.

Global Notes. (i) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto). Upon the issuance of a Regulation S Global Note or a Rule 144A Global Note, (collectively, the “Global Notes” and each, a “Global Note”), the Depositary or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary (with respect to Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or or, if the CustodianNotes Custodian and the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.07 of the Indenture and Section 2.2 of this Appendix. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in So long as the form Depositary is the registered owner of the Regulation S Temporary such Global Note, which shall such Depositary will be deposited on behalf of considered the purchasers sole owner or Holder of the Notes represented thereby by such Global Note for all purposes whatsoever, including under the Indenture and the Notes. Agent Members (x) will not be considered to be the owners or Holders of any Notes under this Indenture for any purpose and shall thus have no rights under this Indenture with the Trustee, as custodian for respect to any Global Note held on their behalf by the Depositary, or the Trustee as its Notes Custodian, or under the Global Notes, and (y) except as set forth in Section 2.2 of this Appendix, will neither be entitled to have the Notes represented by such Global Note registered in their names nor will receive or be entitled to receive Definitive Notes. Accordingly, each Person owning a beneficial interest in a Global Note must rely on the name procedures of the Depositary or and, if such Person is not a Participant, on the nominee procedures of the Depositary for the accounts Participant through which such Person owns its interest, to exercise any rights of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in a Holder under this Indenture. Following Notwithstanding the termination of foregoing, nothing herein shall prevent the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteCompany, the Trustee shall cancel such Regulation S Temporary Global 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 governing the exercise of the rights of a Holder of any Note. The aggregate principal amount Company understands that under existing industry practices, in the event that the Company requests any action of Holders or that an owner of a Regulation S beneficial interest in a Global Note may from time desires to time be increased give or decreased by adjustments made on take any action which a holder is entitled to give or take under the records of the Trustee and Indenture, the Depositary would authorize the Participants holding the relevant beneficial interest to give or its nominee, as take such action and such Participants would authorize Indirect Participants owning through such Participants to give or take such action or would otherwise act upon the case may be, in connection with transfers instructions of interest as provided in this Indenturebeneficial owners owning through them.

Global Notes. (i) The Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including a 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Dollar Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Regulation S Permanent Global Note Legend thereon that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, by the Trustee, the Registrar or the Paying Agent to reflect exchanges and exchanges, repurchases, redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered terms of this Indenture. The terms and sold in reliance on Regulation S shall be issued initially provisions contained in the form Notes will constitute, and are hereby expressly made, a part of this Indenture and the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with Issuer and the Trustee, as custodian for the Depositary, by their execution and registered in the name delivery of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture, expressly agree to such terms and provisions and to be bound thereby. Following However, to the termination extent any provision of any Note conflicts with the Restricted Periodexpress provisions of this Indenture, beneficial the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Regulation S Temporary Global Note Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear or Clearstream and their Participants. The Applicable Procedures shall be exchanged for beneficial interests applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the Regulation S Permanent Global Note pursuant Notes may be transferred, in whole and not in part, only to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication a nominee or a successor of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureCommon Depositary.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold transferred in reliance on Regulation S under the Securities Act ("REGULATION S"), as provided in Section 2.07(a)(ii) hereof, shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Regulation Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (the "REGULATION S Temporary Global NoteGLOBAL NOTE"), which shall be deposited on behalf of the purchasers transferee of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("EUROCLEAR") or ClearstreamCedelbank ("CEDEL"), duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nomineenominee as hereinafter provided. Notes transferred to Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as the case may be, in connection with transfers of interest as provided in this IndentureSection 2.07(a)(ii) hereof, shall be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notwithstanding the foregoing, for so long as the Purchasers hold the Notes, the Notes shall be held by them in certificated form.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit EXHIBIT A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Notes issued in the form of Definitive Note shall be substantially in the form of EXHIBIT A attached hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount at maturity of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount at maturity of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount at maturity of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 2.06 hereof. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of a 144A Global Note, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenturehereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Unrestricted Global Note Notes shall be exchanged for beneficial interests issued initially in accordance with Sections 2.06(b)(iv), 2.06(d)(ii) and 2.06(f), duly executed by the Regulation S Permanent Global Note pursuant to Section 2.06 Company and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, authenticated by the Trustee shall cancel such Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of a Regulation S each of the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) The Notes issued in global form offered and sold shall be substantially issued in the form of Exhibit A hereto one or more fully registered Notes in global form (including "Global Notes"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the at its New York corporate trust office, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Notes in definitive form ("Certificated Notes") shall not be issued except as provided in Section 2.07(a). The aggregate principal amount of each of the Global Note Legend thereon and Notes may from time to time be increased or decreased by adjustments made on the “Schedule records of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and exchanges, redemptions and transfers of interests thereintherein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii2.07 hereof. Except as set forth in Section 2.07(a) hereof, the Global Notes offered and sold in reliance on Regulation S shall may not be issued initially in transferred except as a whole by the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name Depositary to a nominee of the Depositary or by the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as another nominee of the case may be, in connection with transfers Depositary or by the nominee of interest as provided in this Indenturethe Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor.

Global Notes. (i) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto). Upon the issuance of a Regulation S Global Note or a Rule 144A Global Note, (collectively, the “Global Notes” and each, a “Global Note”), the Depositary or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary (with respect to Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or or, if the CustodianNotes Custodian and the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.07 of the Indenture and Section 2.2 of this Appendix. The Issuer has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in So long as the form Depositary is the registered owner of the Regulation S Temporary such Global Note, which shall such Depositary will be deposited on behalf of considered the purchasers sole owner or Holder of the Notes represented thereby by such Global Note for all purposes whatsoever, including under the Indenture and the Notes. Agent Members (x) will not be considered to be the owners or Holders of any Notes under the Indenture for any purpose and shall thus have no rights under the Indenture with the Trustee, as custodian for respect to any Global Note held on their behalf by the Depositary, or the Trustee as its Notes Custodian, or under the Global Notes, and (y) except as set forth in Section 2.2 of this Appendix, will neither be entitled to have the Notes represented by such Global Note registered in their names nor will receive or be entitled to receive Definitive Notes. Accordingly, each Person owning a beneficial interest in a Global Note must rely on the name procedures of the Depositary or and, if such Person is not a Participant, on the nominee procedures of the Depositary for Participant through which such Person owns its interest, to exercise any rights of a Holder under the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following Notwithstanding the termination of foregoing, nothing herein shall prevent the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteIssuer, the Trustee shall cancel such Regulation S Temporary Global or any agent of the Issuer 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 governing the exercise of the rights of a Holder of any Note. The aggregate principal amount Issuer understands that under existing industry practices, in the event that the Issuer requests any action of Holders or that an owner of a Regulation S beneficial interest in a Global Note may from time desires to time be increased give or decreased by adjustments made on take any action which a holder is entitled to give or take under the records of the Trustee and Indenture, the Depositary would authorize the Participants holding the relevant beneficial interest to give or its nominee, as take such action and such Participants would authorize Indirect Participants owning through such Participants to give or take such action or would otherwise act upon the case may be, in connection with transfers instructions of interest as provided in this Indenturebeneficial owners owning through them.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture2.06 hereof. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall will cancel such the Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Registrar and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) Each series of Regulation S Notes issued in global form shall be substantially issued initially in the form of Exhibit A hereto one or more global Regulation S Global Notes (including the “Regulation S Global Note”) and Rule 144A Notes shall be issued initially in the form of one or more permanent global notes in fully registered form (the “Rule 144A Global Note”), in each case without interest coupons and bearing the Global Note Notes Legend thereon and Restricted Notes Legend, and shall be deposited on behalf of the “Schedule purchasers of Exchanges of Interests the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. The Rule 144A Global Note and Regulation S Global Note is each referred to herein as a “Global Note” attached thereto). and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form 3.05 of the Regulation S Temporary Global Note, which shall be deposited on behalf Indenture and Section 2.2(c) of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.Appendix A.

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

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A 1 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests with such applicable legends as are provided in the Global Note” attached thereto)such Exhibit. Each Global Note shall will represent such aggregate principal amount of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges exchanges, redemptions, repurchases and redemptions and transfers of interests thereincancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee or the CustodianRegistrar, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.6 hereof. (ii) Notes sold to QIBs pursuant to Rule 144A under the Securities Act shall be issued initially in the form of a 144A Global Note, which shall be deposited with the Custodian for DTC and registered in the name of Cede & Co., the nominee of DTC, duly executed by the Company and authenticated by the Trustee or the Authenticating Agent as herein provided. The aggregate principal amount of the 144A Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as herein provided. (iii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the a Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian Custodian for the Depositary, DTC and registered in the name of the Depositary or Cede & Co., the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Noteherein provided. The aggregate principal amount of a the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nomineeSchedule A to each such Global Note, as the case may be, in connection with transfers of interest as provided in this Indentureherein provided.

Global Notes. (i) The Notes issued in global form initially resold pursuant to Rule 144A shall be substantially issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) with the restricted securities legend set forth in Exhibit A hereto (including the Global Note Legend thereon to this Indenture, and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up initially resold pursuant to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to this Indenture (the “Regulation S Temporary Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b) hereof, beneficial ownership interests in a Regulation S Global Note will be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements set forth in Section 2.4, in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryNotes Custodian, and registered in the name of the applicable Depositary or the a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstreamapplicable Depositary, duly executed by the Company Issuer and authenticated by the Trustee or the Authentication Agent as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the The Rule 144A Global Note and Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent are collectively referred to herein as “Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. Notes.” The aggregate principal amount of a Regulation S the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee Registrar and the applicable Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) Rule 144A Notes issued in global form shall be substantially issued initially in the form of Exhibit A hereto one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (including collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Note Notes Legend thereon and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “Schedule of Exchanges of Interests IAI Global Note”) may also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” attached thereto). and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in such Note or such greater or lesser amount as is set forth in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii2.06 of this Indenture and Section 2.2(c) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.Appendix A.

Global Notes. (i) The Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Notes transferred in reliance on Regulation S under the Securities Act ("REGULATION S"), as provided in Section 2.06(a)(ii) hereof, shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Regulation Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (the "REGULATION S Temporary Global NoteGLOBAL NOTE"), which shall be deposited on behalf of the purchasers transferee of the Notes represented thereby with the Trustee, at its New York office, as custodian custodian, for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("EUROCLEAR") or ClearstreamCedelbank, societe anonyme ("CEDEL"), duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nomineenominee as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as the case may be, in connection with transfers of interest as provided in this Indenturethe Purchase Agreement, shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided.

Global Notes. (i) Initial Notes issued in global form initially resold pursuant to Rule 144A shall be substantially issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) with the restricted securities legend set forth in Exhibit A hereto (including the Global Note Legend thereon to this Indenture, and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Initial Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up initially resold pursuant to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to this Indenture (the “Regulation S Temporary Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b) hereof, beneficial ownership interest in a Regulation S Global Note will be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements described in Section 2.4, in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, as custodian for the DepositaryNotes Custodian, and registered in the name of the applicable Depositary or the a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstreamapplicable Depositary, duly executed by the Company Issuer and authenticated by the Trustee or the Authentication Agent as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the The Rule 144A Global Note and Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent are collectively referred to herein as “Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. Notes.” The aggregate principal amount of a Regulation S the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the applicable Depositary or its nominee, nominee as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend legend thereon and the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto). Each Global Note shall will represent such aggregate principal amount of the outstanding Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinpurchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Common Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuer and authenticated by the Trustee or the Authentication Agent as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the records Register, as hereinafter provided. Notes offered and sold within the United States of America to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee and the Depositary or its nomineeAuthentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note and recorded in the Register, as hereinafter provided. Any endorsement of a Global Note to reflect the case may be, amount of any increase or decrease in connection the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee in accordance with transfers of interest instructions given by the Holder thereof as provided in this Indenturerequired by Section 2.06 hereof.

Global Notes. (i) Notes issued in global form offered and sold to QIBs shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form of set forth in Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in QIB Global Notes”), deposited with the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increasedTrustee, as applicablecustodian for the Depository, to reflect exchanges duly executed by the Company and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made authenticated by the Trustee or as hereinafter provided and shall bear the CustodianPrivate Placement Legend, at if applicable, and the direction of the Trustee, global note legend set forth in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Exhibit B hereto. Notes offered and sold to Institutional Accredited Investors shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Private Placement Legend, if applicable, and the global note legend set forth in Exhibit B hereto. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “Regulation S Temporary Global NoteNotes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryDepository, and registered in the name of the Depositary Depository or the nominee of the Depositary Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided in this Indenture. Following and shall bear the termination of the Restricted PeriodPrivate Placement Legend, beneficial interests in if applicable, the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 Legend and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Noteglobal note legend set forth in Exhibit B hereto. The aggregate principal amount of a Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nomineeTrustee, as custodian for the case may beDepository, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) The Dollar Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including one or more Dollar 144A Global Notes, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Dollar Regulation S Temporary Global Notes, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Sterling Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a Sterling 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Sterling Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Regulation S Permanent Global Note Legend thereon that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, by the Trustee, the Registrar or the Principal Paying Agent to reflect exchanges and exchanges, repurchases, redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered terms of this Indenture. The terms and sold in reliance on Regulation S shall be issued initially provisions contained in the form Notes will constitute, and are hereby expressly made, a part of this Indenture and the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with Issuer and the Trustee, as custodian for the Depositary, by their execution and registered in the name delivery of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture, expressly agree to such terms and provisions and to be bound thereby. Following However, to the termination extent any provision of any Note conflicts with the Restricted Periodexpress provisions of this Indenture, beneficial the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Regulation S Temporary Global Note Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Depositary and its Participants. The Applicable Procedures shall be exchanged for beneficial interests applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the Regulation S Permanent Global Note pursuant Notes may be transferred, in whole and not in part, only to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication a nominee or a successor of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureDepositary.

Global Notes. (i) Initial Notes issued offered and sold in global form reliance on Rule ------------ 144A shall be substantially issued in the form of Exhibit A hereto (including one or more U.S. Global Notes, deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Legend thereon may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note, as hereinafter provided. Initial Notes offered and the “Schedule of Exchanges of Interests sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more International Global Notes deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the International Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note” attached thereto, as hereinafter provided. Unrestricted Global Notes shall be issued in accordance with Section 2.07(b)(iii), 2.07(d)(iii) and 2.07(f), and shall be deposited with the Common Depositary, as custodian for the Depositaries or their respective nominees, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount outstanding of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and exchanges, transfers of interests therein, redemptions and repurchases in accordance with the terms of this Indenture. Any endorsement of Schedule A to a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, the Paying Agent or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Redemption), 4.11 (Limitation on Asset Sales) and 4.12 (Repurchase of Notes upon a Change of Control) hereof. Except as set forth in Section 2.07(a) hereof, the Holder thereof as required by Section 2.06. (ii) Global Notes offered may be transferred, in whole and sold not in reliance on Regulation S shall be issued initially in the form part, only to a successor of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Common Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount All of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Noteone or more Notes in global form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian Securities Custodian for the depositary, DTC (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided (the “Global Note”). A Global Note may be transferred, in this Indenture. Following the termination whole or in part, only to another nominee of the Restricted Period, beneficial interests Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a Global Note may be held directly through the Depositary if such Holder is a participant in the Regulation S Temporary Global Note Depositary, or indirectly through organizations that are participants in the Depositary. Transfers between participants shall be exchanged for beneficial interests effected in the Regulation S Permanent Global Note pursuant to Section 2.06 ordinary way in accordance with Applicable Procedures and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notebe settled in clearinghouse funds. The aggregate principal amount of a Regulation S the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian and the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and the provisions of this Indenture. (ii) 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, redemptions, purchases, repurchases or conversions of such Notes. Any adjustment of the aggregate principal amount 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 in accordance with Applicable Procedures and shall be made on the records of the Trustee and the Depositary or its nomineeDepositary. (iii) The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action that a Holder is entitled to give or take under this Indenture. (iv) Notwithstanding the case may beother provisions of this Indenture, in connection with transfers of interest unless otherwise specified as provided contemplated in this Indenture, payment of the principal of, premium, if any, and interest, if any, on any Global Note shall be made to the Holder thereof. (v) The Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of Notes represented by a Global Note as shall be specified in a written statement of the Depositary or by the applicable procedures of such Depositary with respect to such Global Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

Global Notes. (i) Initial Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued in the form of Exhibit A hereto one or more 144A Global Notes, deposited with the Trustee, as custodian for the Depositary (including in such capacity the "Custodian"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Note Legend thereon may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note, as hereinafter provided. Initial Notes offered and the “Schedule of Exchanges of Interests sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes deposited with the Custodian and registered in the name of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note” attached thereto, as hereinafter provided. Unrestricted Global Notes shall be issued in accordance with Sections 2.07(b)(iii), 2.07(d)(iii) and 2.07(f), and shall be deposited with the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount outstanding of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and exchanges, transfers of interests therein, redemptions and repurchases in accordance with the terms of this Indenture. Any endorsement of Schedule A to a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, the Paying Agent or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Redemption), 4.10 (Limitation on Asset Sales) and 4.11 (Repurchase of Notes upon a Change of Control). Except as set forth in Section 2.07(a), the Holder thereof as required by Section 2.06. (ii) Global Notes offered may be transferred, in whole and sold not in reliance on Regulation S shall be issued initially in the form part, only to a successor of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureCustodian.

Global Notes. (i1) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto). Each Global Note shall represent such of the outstanding Notes as will be specified therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon as reflected in the records of the Trustee and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note The Trustee’s records shall be noted to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trusteethereby, in accordance with instructions given by the Holder thereof as required by Section 2.062.06 hereof. (ii2) Notes offered and sold in reliance on Regulation S within the United States of America to QIBs pursuant to Rule 144A under the Securities Act shall be issued initially in the form of the Regulation S Temporary one or more 144A Global NoteNotes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian Custodian for the Depositary, DTC and registered in the name of the Depositary or Cede & Co., the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Noteherein. The aggregate principal amount of a Regulation S the 144A Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary Depository or its nominee, as the case may be, in connection with transfers of interest interests as hereinafter provided. (3) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Temporary Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian for DTC and registered in the name of Cede & Co., the nominee of DTC, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. In no event shall any Company hold an interest in this Indenturea Regulation S Temporary Global Note other than directly or indirectly in or through accounts maintained at Euroclear or Clearstream as indirect participants in DTC. Prior to the termination of the Distribution Compliance Period, an interest in a Regulation S Temporary Global Note may not be transferred to or for the account or benefit of a “U.S. Person” (as defined in Rule 902(k) of Regulation S) (other than a “distributor” (as defined in Rule 902(d) of Regulation S)).

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including and shall include the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Notes issued in definitive form shall be substantially in the form of Exhibit A (but without the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, Common Depositary at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 2.07(i). Notes shall be initially issued as Global Notes which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or the nominee of the Common Depositary for the accounts of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Legended Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Legended Regulation S Temporary Global Note shall may be exchanged for beneficial interests in the Unlegended Regulation S Permanent Global Note Notes pursuant to Section 2.06 2.07 and the Applicable Procedures. Simultaneously with the authentication of the Unlegended Regulation S Permanent Global NoteNotes, the Trustee Common Depositary shall cancel such the Legended Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Common Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) The Underwritten Notes issued in global form shall be substantially in are being offered and sold by the form of Exhibit A hereto (including Issuer to the Global Initial Purchasers pursuant to the Note Legend thereon Purchase Agreement and the “Schedule Placed Notes are being sold directly by the Issuer to certain institutional accredited investors (within the meaning of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount Rule 501(a)(1),(2),(3),(7) or (9) of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up Securities Act) pursuant to the aggregate principal amount of applicable Placed Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinPurchase Agreement. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) The Underwritten Notes offered and sold within the United States to QIBs in reliance on Regulation S Rule 144A shall be issued initially in the form of Rule 144A Global Notes and the Placed Notes shall be issued initially in the form of Rule 144A Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Indenture Trustee, as custodian for the Securities Depository, and registered in the name of the Securities Depository or a nominee of the Securities Depository, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. The Outstanding Note Balance of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee and the Securities Depository or its nominee as hereinafter provided. The Indenture Trustee shall not be liable for any error or omission by the Securities Depository in making such record adjustments and the records of the Indenture Trustee shall be controlling with regard to outstanding principal amount of Notes hereunder. Notes offered and sold outside of the United States in reliance on Regulation S under the Securities Act shall initially be issued in the form of a Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Indenture Trustee, as custodian for the DepositarySecurities Depository, and registered in the name of the Depositary Securities Depository or the nominee of the Depositary Securities Depository for the investors' respective accounts at Euroclear Bank S.A./N.V. as operator of designated agents holding on behalf of the Euroclear System ("Euroclear") or Clearstream Banking société anonyme ("Clearstream"), duly executed by the Company Issuer and authenticated by the Indenture Trustee as provided hereinafter provided. Beneficial interests in this Indenturethe Regulation S Temporary Global Notes may be held only through Euroclear or Clearstream. Following Within a reasonable period of time following the termination expiration of the Restricted Period"40-day distribution compliance period" (as defined in Regulation S), beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Notes upon the receipt by the Indenture Trustee of (i) a written certificate from the Securities Depository, together with copies of certificates from Euroclear and Clearstream, certifying that they have received certification of non-United States beneficial ownership of 100% of the Outstanding Note Balance of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06 2.08(a)(ii)), and (ii) an Officer's Certificate from the Applicable ProceduresIssuer. The Regulation S Permanent Global Notes will be deposited with the Indenture Trustee, as custodian, and registered in the name of a nominee of the Securities Depository. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Indenture Trustee shall cancel such the Regulation S Temporary Global Note. The aggregate principal amount Outstanding Note Balance of a the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee and the Depositary Securities Depository or its nominee, as the case may be, in connection KL2 3395391.6 with transfers of interest as provided hereinafter provided. The Indenture Trustee shall incur no liability for any error or omission of the Securities Depository in this Indenturemaking such record adjustments and the records of the Indenture Trustee shall be controlling with regard to outstanding principal amount of Regulation S Global Notes hereunder.

Global Notes. (i) The New Second Lien Secured Notes issued in global form shall be substantially in the form of Exhibit A hereto attached hereto, with respect to the New Second Lien Non-Convertible Notes, and substantially in the form set forth in Exhibit B hereto, with respect to the New Second Lien Convertible Notes, (including including, in each case, the Global Note Legend thereon and the “Schedule of Exchanges Increases or Decreases of Interests in the Global Note” attached thereto). New Second Lien Secured Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto, with respect to the New Second Lien Non-Convertible Notes, and substantially in the form set forth in Exhibit B hereto, with respect to the New Second Lien Convertible Notes, (but, in each case, without the Global Note Legend thereon and without the “Schedule of Increases or Decreases of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding New Second Lien Secured Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding New Second Lien Secured Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding New Second Lien Secured Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and exchanges, repurchases, redemptions and transfers of interests thereinconversions, as applicable. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding New Second Lien Secured Notes represented thereby shall be made by the applicable Second Lien Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.07 hereof. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) The 2027 Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each The 2027 Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto thereto). The 2029 Notes issued in global form will be substantially in the form of Exhibit B hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The 2029 Notes issued in definitive form will be substantially in the form of Exhibit B hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The 2034 Notes issued in global form will be substantially in the form of Exhibit C hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The 2034 Notes issued in definitive form will be substantially in the form of Exhibit C hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes of each Series as will be specified therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes of each Series from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes of each Series represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes of each Series represented thereby shall will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06thereof. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) Dollar Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including a Dollar 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Dollar Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. 2025 Sterling Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a 2025 Sterling 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. 2025 Sterling Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the 2025 Sterling Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. 2029 Sterling Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a 2029 Sterling 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. 2029 Sterling Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the 2029 Sterling Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Regulation S Permanent Global Note Legend thereon that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, by the Trustee, the Registrar or the Principal Paying Agent to reflect exchanges and exchanges, repurchases, redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered terms of this Indenture. The terms and sold in reliance on Regulation S shall be issued initially provisions contained in the form Notes will constitute, and are hereby expressly made, a part of this Indenture and the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with Issuer and the Trustee, as custodian for the Depositary, by their execution and registered in the name delivery of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture, expressly agree to such terms and provisions and to be bound thereby. Following However, to the termination extent any provision of any Note conflicts with the Restricted Periodexpress provisions of this Indenture, beneficial the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Regulation S Temporary Global Note Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Depositary and its Participants. The Applicable Procedures shall be exchanged for beneficial interests applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the Regulation S Permanent Global Note pursuant Notes may be transferred, in whole and not in part, only to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication a nominee or a successor of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureDepositary.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the CustodianCustodian or the Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuers and authenticated by the Trustee as provided hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officer’s Certificate or otherwise in this Indentureaccordance with the Applicable Procedures. Following the termination of the Restricted Period, beneficial interests in the each Regulation S Temporary Global Note shall be exchanged for beneficial interests in the a Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. The Notes are being offered and sold by the Company pursuant to a Purchase Agreement relating to the Notes, dated October 23, 1997, between the Company and the Initial Purchaser. Notes offered and sold to QIBs in reliance on Rule 144A and/or to a limited number of Institutional Accredited Investors in reliance on Rule 501(a)(1), (i2), (3) Notes issued in global form or (7) shall be substantially issued initially in the form of Exhibit A hereto (including Rule 144A Global Notes, which shall be deposited on behalf of the Global purchasers of the Notes represented thereby with the Note Legend thereon Custodian, and the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto)name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such The aggregate principal amount of the outstanding Rule 144A Global Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as applicable, to reflect exchanges and redemptions and transfers decreased by adjustments made on the records of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee and the Depositary or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof its nominee as required by Section 2.06. (ii) hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryNote Custodian, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamCedel, duly executed by the Company and authenticated by the Trustee as provided hereinafter provided. The "40-DAY RESTRICTED PERIOD" (as defined in this IndentureRegulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Following the termination of the Restricted Period40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note Notes pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee shall cancel such the Regulation S Temporary Global NoteNotes. The aggregate principal amount of a the Regulation S Temporary Global Note Notes and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided. 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 transfers of interests. 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 2.06 hereof. Upon effectiveness of the Shelf Registration Statement, the Notes resold or transferred pursuant to the prospectus forming part of the Shelf Registration Statement may be represented by one or more permanent Global Notes in definitive, fully registered form without interest coupons and without the Private Placement Legend, registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided hereinafter provided. The aggregate principal amount of such global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee to reflect transfers of beneficial interests from the Regulation S Permanent Global Note and the Rule 144A Global Notes, subject to the rules and procedures of Euroclear and Cedel, as the case may be, and the Depositary. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel shall be applicable to interests in this Indenturethe Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Cedel. The Trustee shall have no obligation to notify Holders of any such procedures or to monitor or enforce compliance with the same. Except as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Global Notes. (i) The Notes issued in global form shall be substantially in are being offered and sold by the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up Issuers pursuant to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinPurchase Agreement. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold to Qualified Institutional Buyers ("QIBS") in reliance on Regulation S Rule 144A under the Securities Act ("RULE 144A"), as provided in the Purchase Agreement, shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Regulation S Temporary Global NoteNotes Legend and Restricted Notes Legend set forth in Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The 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 Trustee and the Depositary or its nominee as hereinafter provided. Notes transferred in reliance on Regulation S under the Securities Act ("REGULATION S"), as provided in Section 2.06(a)(ii) hereof, shall be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (the "REGULATION S GLOBAL NOTE"), which shall be deposited on behalf of the transferee of the Notes represented thereby with the Trustee, at its New York office, as custodian, for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear Bank S.A./N.V., as operator of the Euroclear system ("EUROCLEAR") or ClearstreamClearstream Banking, societe anonyme ("CLEARSTREAM"), duly executed by the Company Issuers and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, nominee as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. Notes offered and sold to qualified institutional buyers as defined in Rule 144A (i"QIBs") Notes issued in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto Rule 144A Global Notes (including the "U.S. Global Note Legend thereon Notes"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary at its New York office (or with the Trustee as custodian for the Notes), and the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto)name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such The aggregate principal amount of the outstanding U.S. Global Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as applicable, to reflect exchanges and redemptions and transfers decreased by adjustments made on the records of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee and the Depositary or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof its nominee as required by Section 2.06. (ii) hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or ClearstreamCEDEL, S.A. ("Cedel Bank"), duly executed by the Company and authenticated by the Trustee as provided hereinafter provided. The "40-day restricted period" (as defined in this IndentureRegulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a U.S. Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officer's Certificate from the Company. Following the termination of the Restricted Period40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note Notes pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee shall cancel such the Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided hereinafter provided. 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 this Indenturethe amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian (as hereinafter defined), at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel Bank shall be applicable to interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by the Agent Members through Euroclear or Cedel Bank. Except as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Global Notes. (i) The Notes will be initially issued in global the form of one or more Global Notes registered in the name of the Depositary and shall be substantially in the form of Exhibit A hereto (including and shall include the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto), and will be delivered the Trustee as Notes Custodian for the Depositary thereafter. Upon the issuance of a Global Note, the Depositary or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary (with respect to Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or or, if the CustodianNotes Custodian and the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.07 of the Indenture and Section 2.2 of this Appendix. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in So long the form Depositary is the registered owner of the Regulation S Temporary such Global Note, which shall such Depositary will be deposited on behalf of considered the purchasers sole owner or Holder of the Notes represented thereby by such Global Note for all purposes whatsoever, including under the Indenture and the Notes. (iii) Agent Members (x) will not be considered to be the owners or Holders of any Notes under this Indenture for any purpose and shall thus have no rights under this Indenture with the Trustee, as custodian for respect to any Global Note held on their behalf by the Depositary, or the Trustee as its Notes Custodian, or under the Global Notes, and (y) except as set forth in Section 2.2 of this Appendix, will neither be entitled to have the Notes represented by such Global Note registered in their names nor will receive or be entitled to receive Definitive Notes. Accordingly, each Person owning a beneficial interest in a Global Note must rely on the name procedures of the Depositary or and, if such Person is not a Participant, on the nominee procedures of the Depositary for the accounts Participant through which such Person owns its interest, to exercise any rights of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in a Holder under this Indenture. Following Notwithstanding the termination of foregoing, nothing herein shall prevent the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteCompany, the Trustee shall cancel such Regulation S Temporary Global 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 governing the exercise of the rights of a Holder of any Note. The aggregate principal amount Company understands that under existing industry practices, in the event that the Company requests any action of Holders or that an owner of a Regulation S beneficial interest in a Global Note may from time desires to time be increased give or decreased by adjustments made on take any action which a holder is entitled to give or take under the records of the Trustee and Indenture, the Depositary would authorize the Participants holding the relevant beneficial interest to give or its nominee, as take such action and such Participants would authorize Indirect Participants owning through such Participants to give or take such action or would otherwise act upon the case may be, in connection with transfers instructions of interest as provided in this Indenturebeneficial owners owning through them.

Global Notes. (i) Notes issued offered and sold to QIBs in global form reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (including the Global Note Legend thereon and the “Schedule Restricted Global Note”), which shall be deposited on behalf of Exchanges the purchasers of Interests the Notes represented thereby with the Depositary, and registered in the Global Note” attached thereto)name of the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Each Global Note shall represent such The aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Restricted Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Note may from time to time be reduced increased or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be decreased by adjustments made by the Trustee or Registrar on Schedule A to the CustodianRestricted Global Note and recorded in the Security Register, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes, with such applicable legends as are provided in Exhibit A hereto (the “Temporary Regulation S Temporary Global Note”). Each Temporary Regulation S Global Note shall be registered in the name of the Depositary or its nominee, as the case may be, and deposited on behalf of the purchasers of the Notes represented thereby with the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at the Depositary of the depositaries of Euroclear and Clearstream, for the credit to the respective accounts of owners of beneficial interests in such Temporary Regulation S Global Note. The aggregate principal amount of the Temporary Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Temporary Regulation S Global Note and recorded in the Security Register, as hereinafter provided. On or after the termination of the Restricted Period, beneficial interests in the Temporary Regulation S Global Note shall be exchangeable (in accordance with the requirements set forth in Section 2.06(b)) for an equal amount of beneficial interests in a corresponding unrestricted Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or its nominee, as the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstreamcase may be, duly executed by the Company Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as provided in this Indenture. Following hereinafter provided, for credit to the termination respective accounts of the Restricted Periodpurchasers (or to such other accounts as they may direct) at the Depositary of the depositaries of Euroclear and for Clearstream, for credit to the respective accounts of owners of beneficial interests in such Regulation S Global Note. Once all interests in the Temporary Regulation S Global Note have been exchanged for interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such the Temporary Regulation S Temporary Global NoteNote if requested to do so upon a Issuer Order. The aggregate principal amount of a the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records of Regulation S Global Note and recorded in the Trustee and the Depositary or its nomineeSecurity Register, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of the Regulation S Temporary one or more US Global NoteNotes in definitive fully registered form without interest coupons, which shall be deposited on behalf of the purchasers of subscribers for the Notes represented thereby with the TrusteeThe Bank of New York, at its Corporate Trust Office, as custodian for the Depositary, Depositary and registered in the name of the Depositary DTC or the a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstreamthereof, duly executed by the Company and authenticated by the Trustee as provided in this the Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount Principal Amount at Maturity of a Regulation S the US Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, hereinafter provided. Notes offered and sold in connection with transfers of interest offshore transactions in reliance on Regulation S as provided in this Indenturethe Purchase Agreement shall be issued initially in the form of one or more Regulation S Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers for the Notes represented thereby with The Bank of New York, at its Corporate Trust Office, as custodian for the Depositary, for the accounts of Euroclear and Clearstream and registered in the name of DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate Principal Amount at Maturity of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided. Each Global Note shall represent such of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate Principal Amount at Maturity of Outstanding Notes from time to time endorsed thereon and that the aggregate Principal Amount at Maturity of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any adjustment of the aggregate Principal Amount at Maturity of a Global Note to reflect the amount of any increase or decrease in the Principal Amount at Maturity of Outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 207 hereof and shall be made on the records of the Trustee and the Depositary.

Global Notes. (i) The Dollar Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including a Dollar 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Dollar Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Sterling Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a Sterling 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Sterling Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Regulation S Permanent Global Note Legend thereon that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, by the Trustee, the Registrar or the Principal Paying Agent to reflect exchanges and exchanges, repurchases, redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered terms of this Indenture. The terms and sold in reliance on Regulation S shall be issued initially provisions contained in the form Notes will constitute, and are hereby expressly made, a part of this Indenture and the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with Issuer and the Trustee, as custodian for the Depositary, by their execution and registered in the name delivery of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture, expressly agree to such terms and provisions and to be bound thereby. Following However, to the termination extent any provision of any Note conflicts with the Restricted Periodexpress provisions of this Indenture, beneficial the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Regulation S Temporary Global Note shall Notes will be exchanged for beneficial interests limited to Participants and Indirect Participants. Book-Entry Interests in the Regulation S Permanent Global Note pursuant to Section 2.06 Notes will be shown on, and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.transfers

Global Notes. (i) The Notes issued in global form shall be substantially in are being offered and sold by the form of Exhibit A hereto (including Company ------------ pursuant to a purchase agreement relating to the Global Note Legend thereon Notes, dated October 1, 1996, between the Company and the “Schedule of Exchanges of Interests in Initial Purchasers (the Global Note” attached thereto"Purchase Agreement"). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold to Qualified Institutional Buyers as defined in Rule 144A ("QIBs") in reliance on Regulation S Rule 144A shall be issued initially in the form of the Regulation S Temporary one or more Restricted Global NoteNotes in definitive, fully registered form without interest coupons, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of the Depositary or the a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDepositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a Regulation S the Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nomineenominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Unrestricted Global Notes in definitive, fully registered form without interest coupons, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the case Depositary, and registered in the name of the Depositary or a nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank Societe Anonyme ("Cedel") duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Unrestricted Global Note may befrom time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified 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 custodian, at the direction of the Trustee, in connection accordance with transfers instructions given by the holder thereof as required by Section 2.6 hereof. The provisions of interest the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel shall be applicable to interests in the Unrestricted Global Note that are held by the Agent Member through Euroclear or Cedel. Except as provided set forth in this IndentureSection 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Global Notes. (i) Notes issued offered and sold in global form shall be substantially reliance on Rule 144A to QIBs who elect to take delivery thereof in the form of Exhibit A hereto (including Book-Entry Interests shall be issued initially in the form of a 144A Global Note Legend thereon Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby pursuant to the Deposit Agreement, duly executed by the Issuer and the “Schedule of Exchanges of Interests Guarantor, and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S to purchasers who elect to take delivery thereof in the form of Book-Entry Interests shall be issued initially in the form of the Regulation S Global Note” attached thereto), which shall be deposited pursuant to the Deposit Agreement, duly executed by the Issuer and the Guarantor, and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions exchanges, repurchases and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trusteeand conversions thereof, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form terms of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination Ownership of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note Notes will be limited to persons that have accounts with DTC, including Euroclear and Clearstream Banking, or Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by DTC and its Participants. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream Banking shall be exchanged for beneficial applicable to interests in Global Notes held by Indirect Participants through Euroclear and Clearstream Banking. Except as set forth in Section 2.7(a) hereof, the Regulation S Permanent Global Note pursuant Notes may be transferred, in whole and not in part, only to Section 2.06 and a successor of the Applicable Procedures. Simultaneously Book-Entry Depositary in accordance with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureDeposit Agreement.

Global Notes. Notes (iincluding Secondary Notes) Notes shall be issued initially in global form shall be substantially in the form of Exhibit A attached hereto (including including, without limitation, the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its [New York] office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of Participants, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and exchanges, redemptions and transfers the issuance of interests thereinSecondary Notes. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as the case may be, as herein provided. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.06 hereof. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) The Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes are being offered and sold by the Company pursuant to the Purchase Agreement. The Notes shall be offered and sold primarily to Qualified Institutional Buyers ("QIBs") in reliance on Regulation S Rule 144A under the Securities Act ("RULE 144A"), as provided in the Purchase Agreement. The Notes shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Regulation S Temporary Global NoteNotes Legend ("GLOBAL NOTES LEGEND") and Restricted Notes Legend ("RESTRICTED NOTES LEGEND") set forth in Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes transferred in reliance on Regulation S under the Securities Act ("REGULATION S") as provided in Section 2.06(a)(ii) and (v) hereof, shall be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (the "REGULATION S GLOBAL NOTE"), which shall be deposited on behalf of the transferees of the Notes represented thereby with the Trustee, as custodian, for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("EUROCLEAR") or ClearstreamClearstream Banking ("CLEARSTREAM"), duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nomineenominee as hereinafter provided. So long as any Global Note is outstanding, as the case owners of beneficial interests therein may be, transfer their interests therein only in connection reliance on Regulation S or to QIBs in reliance on Rule 144A in accordance with transfers of interest as provided in this IndentureSection 2.06.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the CustodianCustodian or the Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuers and authenticated by the Trustee Authenticating Agent as provided hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Authenticating Agent of an Officer’s Certificate or otherwise in this Indentureaccordance with the Applicable Procedures. Following the termination of the Restricted Period, beneficial interests in the each Regulation S Temporary Global Note shall be exchanged for beneficial interests in the a Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with The Issuers shall deliver to the Authenticating Agent an Authentication Order for the authentication of the Regulation S Permanent Global Note, an executed Regulation S Permanent Global Note, an Officer’s Certificate, and an Opinion of Counsel. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel such the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) The Dollar Notes issued offered and sold in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto (including a Dollar 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Dollar Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Euro Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a Euro 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Euro Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Euro Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Regulation S Permanent Global Note Legend thereon that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, by the Trustee, the Registrar or the Principal Paying Agent to reflect exchanges and exchanges, repurchases, redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered terms of this Indenture. The terms and sold in reliance on Regulation S shall be issued initially provisions contained in the form Notes will constitute, and are hereby expressly made, a part of this Indenture and the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with Issuer and the Trustee, as custodian for the Depositary, by their execution and registered in the name delivery of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture, expressly agree to such terms and provisions and to be bound thereby. Following However, to the termination extent any provision of any Note conflicts with the Restricted Periodexpress provisions of this Indenture, beneficial the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Regulation S Temporary Global Note Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Depositary and its Participants. The Applicable Procedures shall be exchanged for beneficial interests applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the Regulation S Permanent Global Note pursuant Notes may be transferred, in whole and not in part, only to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication a nominee or a successor of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureDepositary.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section ‎Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall will, at the written direction of the Company, cancel such the Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. Notes offered and sold to qualified institutional buyers as defined in Rule 144A (i"QIBs") Notes issued in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto Rule 144A Global Notes (including the "U.S. Global Note Legend thereon Notes"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary at its New York office (or with the Trustee as custodian for the Notes), and the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto)name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such The aggregate principal amount of the outstanding U.S. Global Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as applicable, hereinafter provided. Notes offered and sold in reliance on Regulation D to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect Institutional Accredited Investors under the amount of any increase or decrease Securities Act shall be issued in the form of Institutional Accredited Investor Global Notes (the "IAI Global Notes") and shall be in the form of Note attached hereto as Exhibit A-1, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary at its New York office (or with the Trustee as custodian for the Notes), and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding the IAI Global Notes represented thereby shall may from time to time be increased or decreased by adjustments made by on the records of the Trustee and the Depositary or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof its nominee as required by Section 2.06. (ii) hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or ClearstreamCEDEL, S.A. ("Cedel Bank"), duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination The aggregate principal amount of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in and the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided hereinafter provided. 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 this Indenturethe amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian (as hereinafter defined), at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Global Notes. (i) Notes issued offered and sold to QIBs in global form reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered from substantially in the form of Exhibit A hereto in the name of Cede & Co. as nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Trustee, as custodian for DTC. Such Note or Notes shall be referred to herein as the "RESTRICTED GLOBAL NOTE." Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form substantially in the form of Exhibit A hereto in the name of Cede & Co. as nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Trustee, as custodian for DTC. Such Note or Notes shall be referred to herein as the "REGULATION S GLOBAL NOTE." Unrestricted Global Notes shall be issued initially in accordance with Sections 2.06(b) (including iv), 2.06(c) (ii) and 2.06(e) in the name of Cede & Co. as nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each of the Global Note Legend thereon and Notes may from time to time be increased or decreased by adjustments made on the “Schedule records of Exchanges of Interests in the Global Note” attached thereto)Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and exchanges, redemptions and transfers of interests thereintherein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) 2.06 hereof. Upon the issuance of the Global Note to DTC, DTC shall credit, on its internal book-entry registration and transfer system, its Participant's accounts with the respective interests owned by such Participants. Interests in the Global Notes offered and sold in reliance on Regulation S shall be issued initially in limited to Participants, including Euroclear and Cedel, and indirect participants. The Participants shall not have any rights either under this Indenture or under any Global Note with respect to such Global Note held on their behalf by DTC, and DTC may be treated by the form Company, the Trustee and any agent of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary Company or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in the absolute owner of such Global Note for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest and Additional Interest, if any, on the Global Notes and for all other purposes. Following Notwithstanding the termination of foregoing, nothing herein shall prevent the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteCompany, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records any agent of the Company or the Trustee and the Depositary from giving effect to any written certification, proxy or its nomineeother authorization furnished by DTC or impair, as the case may be, in connection with transfers of interest as provided in this Indenture.between DTC and its Participants,

Global Notes. (i) Rule 144A Notes issued in global form shall be substantially issued initially in the form of Exhibit A hereto one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (including collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Note Notes Legend thereon and Restricted Notes Legend, which shall be deposited with the Common Depositary, and registered in the name of the Common Depositary or a nominee of the Common Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “Schedule of Exchanges of Interests IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Common Depositary or a nominee of the Common Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” attached thereto). and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of #96405991v19 outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the CustodianCommon Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii2.06 of this Indenture and Section 2.2(c) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.Appendix A.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a temporary Global Note substantially in the form of Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, Trustee as custodian for the Depositary, and registered in the name of the Depositary or its nominee, as the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstreamcase may be, duly executed by the Company Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as provided in this Indenture. Following hereinafter provided. (i) the termination expiration of the Restricted PeriodPeriod and (ii) receipt by the Trustee of certification in a form reasonably satisfactory to the Trustee that beneficial interests in such Regulation S Temporary Global Notes are owned either by non-U.S. persons (as defined in Regulation S) or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act, beneficial interests in the each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note in substantially the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (each, a “Regulation S Permanent Global Note pursuant to Section 2.06 and Note” and, together with the Applicable ProceduresRegulation S Temporary Global Notes, the “Regulation S Global Note”). Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel such the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records Regulation S Global Note and recorded in the Security Register, as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in connection accordance with transfers Section 2.2) as hereinafter provided. The aggregate principal amount of interest the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. If and when issued, Exchange Notes offered to Holders, as provided in this Indenturethe Contingent Registration Rights Agreement, shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Exchange Global Note”), which shall be deposited with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. The aggregate principal amount of the Exchange Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Exchange Global Note and recorded in the Security Register, as hereinafter provided. Upon the transfer, exchange or replacement of any Original Note remaining outstanding after the consummation of an Exchange Offer, the Registrar shall deliver such new Original Note only in global form, subject to Section 2.10, and such new Original Note shall continue to bear the applicable legends set forth in Exhibit A hereto. In the case of a Restricted Global Note, such legends shall include the private placement legend unless there is delivered to the Registrar an opinion of counsel reasonably satisfactory to the Issuer and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. Upon the transfer, exchange or replacement of any Note pursuant to a Shelf Registration Statement, the Registrar shall deliver such new Note only in global form, subject to Section 2.10, and such new Note shall continue to bear the applicable legends set forth in Exhibit A hereto; provided, however, that such new Note shall not be required to bear the private placement legend set forth in Exhibit A hereto. Beneficial interests in any such new Note shall be reflected in the Exchange Global Note.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall Note, if any, will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall will cancel such the Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenturehereinafter provided.

Global Notes. (i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount All of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary one or more Global NoteNotes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian Securities Custodian for the depositary, DTC (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided hereinafter provided. A Global Note may be transferred, in this Indenture. Following the termination whole or in part, only to another nominee of the Restricted Period, beneficial interests Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a Global Note may be held directly through the Depositary if such Holder is a participant in the Regulation S Temporary Global Note Depositary, or indirectly through organizations that are participants in the Depositary. Transfers between participants shall be exchanged for beneficial interests effected in the Regulation S Permanent Global Note pursuant to Section 2.06 ordinary way in accordance with Applicable Procedures and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notebe settled in clearing house funds. The aggregate principal amount of a Regulation S the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian and the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and the provisions of this Indenture. (ii) 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, purchases, repurchases or conversions of such Notes. Any adjustment of the aggregate principal amount 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 in accordance with Applicable Procedures and shall be made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this IndentureDepositary.

Global Notes. The Notes issued in global form, without interest coupons, shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). (i) The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited with, or on behalf of, DTC, or will remain in the custody of the Trustee pursuant to an agreement between DTC and the Trustee. (ii) The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes, which shall be deposited with, or on behalf of, the Trustee as custodian for DTC. (iii) In connection with the resale of Notes to an Institutional Accredited Investor, beneficial interests in any of the Global Notes may be exchanged for interests in a separate note in registered form, without interest coupons (the "IAI Global Note"), which will be deposited with, or on behalf of, a custodian for DTC as described in (i) and (ii) above. (iv) Unrestricted Global Notes shall be issued in accordance with Sections 2.06(b)(vi), 2.06(d)(ii) and 2.06(d)(iii) and shall be deposited, duly executed by the Company and authenticated by the Trustee as hereinafter provided. (v) Notes issued in global definitive form shall be substantially in the form of Exhibit A attached hereto (including but without the Global Note Legend thereon and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.06 hereof. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) Initial Notes issued offered and sold to QIBs in global form the United States of America in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the Private Placement Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto, each, a "Rule 144A Global Note"). Each Initial Notes offered and sold outside the United States of America in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes, substantially in the form set forth in Exhibit A (including the Global Note shall represent such aggregate principal amount of Legend and the outstanding Notes as shall be specified in Private Placement Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto thereto, each, a "Regulation S Global Note"). (ii) Upon consummation of the Registered Exchange Offer, the Exchange Notes may be issued in the form of one or more Global Notes with the Global Note Legend but not the Private Placement Legend. All or part of any Rule 144A Global Note or Regulation S Global Note exchanged in the Registered Exchange Offer will be exchanged for one or more Global Notes with the Global Note Legend but not the Private Placement Legend. Each Global Note shall represent such of the aggregate principal amount of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent up to the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.04. (iiiii) Notes offered and sold in reliance on Regulation S Each Global Note (a) shall be issued initially in the form of the Regulation S Temporary Global Noteregistered, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary designated for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent such Global Note pursuant to Section 2.06 and 2.04, or in the Applicable Procedures. Simultaneously name of a nominee of such Depositary, (b) shall be deposited with the authentication Trustee, as Custodian for the Depositary, and (c) shall bear a legend substantially as follows ("Global Note Legend"): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (iv) Each Depositary designated pursuant to Section 2.04 for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Regulation S Permanent Exchange Act and any other applicable statute or regulation, provided that the Depositary is required to be so registered in order to act as depositary. (v) Any Global Note, the Trustee shall cancel such Regulation S Temporary Global NoteNote may be represented by more than one certificate. The aggregate principal amount of a Regulation S each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nomineeRegistrar, as the case may be, in connection with transfers of interest as provided in this Indenture.

Global Notes. (i) The Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more fully registered global notes (the Regulation S Temporary "Global NoteNotes") substantially in the form of Exhibit A-1 attached hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with The Depository Trust Company, New York, New York (the Trustee, as custodian for the Depositary, "Depository") and registered in the name of Cede & Co., the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDepository's nominee, duly executed by the Company and Company, authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global NoteTrustee. The aggregate principal amount Principal Amount at Maturity of a Regulation S Global Note Outstanding Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary Depository or its nominee as hereinafter provided. The Global Notes may not be transferred except by the Depository, in whole or in part, to another nominee of the Depository or to a successor of the Depository or its nominee. If at any time (i) the Depository notifies the Company that the Depository is unwilling or unable to continue as Depository for the Global Notes or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act and a successor Depository for the Global Notes is not appointed by the Company within 90 days after delivery of such notice, as (ii) the case may beCompany in its sole discretion decides to discontinue use of the system of book-entry transfer through the Depository (or any successor of the Depository) or (iii) there shall have occurred and be continuing an Event of Default with respect to the Notes under the Indenture, then the Company shall execute, and the Trustee shall, upon receipt of a Company Order for authentication, authenticate and deliver, definitive Notes in connection with transfers an aggregate principal amount equal to the Principal Amount at Maturity of interest as provided in this Indenturesuch Global Notes.

Global Notes. (i) The Senior Euro Notes issued offered and sold to QIBs in global form reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (including the Global Note Legend thereon and the “Schedule Rule 144A Euro Global Note”), which shall be deposited on behalf of Exchanges the purchasers of Interests the Senior Euro Notes represented thereby with the Common Depositary, and registered in the Global Note” attached thereto)name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Each Global Note shall represent such The aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Rule 144A Euro Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Note may from time to time be reduced increased or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be decreased by adjustments made by the Trustee or Registrar on Schedule A to the CustodianRule 144A Euro Global Note and recorded in the security register, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. (ii) hereinafter provided. The Senior Euro Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the “Regulation S Temporary Euro Global Note”), which shall be deposited on behalf of the purchasers of the Senior Euro Notes represented thereby with the Trustee, as custodian for the a Common Depositary, and registered in the name of the Common Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstreamits nominee, duly executed by the Company Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records Regulation S Euro Global Note and recorded in the security register, as hereinafter provided. The Senior Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Rule 144A Dollar Global Note” and, together with the Rule 144A Euro Global Notes, the “Rule 144A Global Notes”), which shall be deposited on behalf of the purchasers of the Senior Dollar Notes represented thereby with a custodian for DTC, and registered in the name Cede & Co., duly executed by the Issuers and authenticated by the Trustee and the Depositary (or its nomineeagent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Rule 144A Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Dollar Global Note and recorded in the security register, as hereinafter provided. The Senior Dollar Notes offered and sold offered and sold in reliance on Regulation S shall be issued initially in the case may beform of one or more Global Notes substantially in the form of Exhibit A-2 hereto, in connection with transfers of interest such applicable legends as are provided in this IndentureExhibit A-2 hereto, except as otherwise permitted herein (the “Regulation S Dollar Global Note” and, together with the Regulation S Euro Global Notes, the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Senior Dollar Notes represented thereby with a custodian for DTC, and registered in the name Cede & Co., duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Dollar Global Note and recorded in the security register, as hereinafter provided.

Global Notes. (i) The Notes will be initially issued in global the form of one or more Global Notes registered in the name of the Depositary and shall be substantially in the form of Exhibit A hereto (including and shall include the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto), and will be delivered the Trustee as Notes Custodian for the Depositary thereafter. Upon the issuance of a Global Note, the Depositary or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary (with respect to Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers of interests thereinredemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or or, if the CustodianNotes Custodian and the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.062.07 of the Indenture and Section 2.2 of this Appendix. (ii) So long the Depositary is the registered owner of such Global Note, such Depositary will be considered the sole owner or Holder of the Notes offered represented by such Global Note for all purposes whatsoever, including under the Indenture and sold the Notes. (iii) Agent Members (x) will not be considered to be the owners or Holders of any Notes under this Indenture for any purpose and shall thus have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its Notes Custodian, or under the Global Notes, and (y) except as set forth in reliance Section 2.2 of this Appendix, will neither be entitled to have the Notes represented by such Global Note registered in their names nor will receive or be entitled to receive Definitive Notes. Accordingly, each Person owning a beneficial interest in a Global Note must rely on Regulation S the procedures of the Depositary and, if such Person is not a Participant, on the procedures of the Participant through which such Person owns its interest, to exercise any rights of a Holder under this Indenture. 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 governing the exercise of the rights of a Holder of any Note. The Company understands that under existing industry practices, in the event that the Company requests any action of Holders or that an owner of a beneficial interest in a Global Note desires to give or take any action which a holder is entitled to give or take under the Indenture, the Depositary would authorize the Participants holding the relevant beneficial interest to give or take such action and such Participants would authorize Indirect Participants owning through such Participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them. (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in a Restricted Global Note may be issued initially exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the Regulation S Temporary exchange or transfer complies with the requirements of Section 2.2(b)(ii) of this Appendix and the Registrar receives the following: (I) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered a certificate from such Holder in the name form of Exhibit E to the Indenture; or (II) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit D to the Indenture; and, in each such case, if the Company or the Registrar so requests or if the Applicable Procedures of the Depositary so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the nominee Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this Section 2.1(b)(iv) at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of a written order of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed Company signed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Notean Officer, the Trustee shall cancel such Regulation S Temporary authenticate in accordance with the requirements of the Indenture one or more Unrestricted Global Note. The Notes in an aggregate principal amount equal to the aggregate principal amount of a Regulation S beneficial interests transferred or exchanged pursuant to this Section 2.1(b)(iv). (v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note may from time for Beneficial Interests in a Restricted Global Note. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to time be increased or decreased by adjustments made on Persons who take delivery thereof in the records of the Trustee and the Depositary or its nomineeform of, as the case may be, a beneficial interest in connection with transfers of interest as provided in this Indenturea Restricted Global Note.

Global Notes. (i) Dollar Notes issued in global form shall will be substantially in the form of Exhibit A A-1 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto). Each Dollar Global Note shall will represent such aggregate principal amount of the outstanding Dollar Notes as shall will be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto therein and each shall provide that it shall represent up to represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Dollar Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and transfers purchases and cancellations. Euro Notes issued in global form will be substantially in the form of interests thereinExhibit A-2 hereto (including the Global Note Legend thereon and the “Schedule of Principal Amount in the Global Note” attached thereto). Each Euro Global Note will represent such of the outstanding Euro Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Euro Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Dollar Notes represented thereby shall will be made by the Trustee or the Custodian, Dollar Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06. 2.06 hereof. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Euro Notes represented thereby will be made by the Euro Registrar at the direction of the Transfer Agent (ii) with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Dollar Global Note substantially in the form of Exhibit A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the “Regulation S Temporary Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Trustee, as a custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Company Issuer and authenticated by the Trustee or the Authentication Agent as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Notehereinafter provided. The aggregate principal amount of a the Regulation S Dollar Global Note Notes may from time to time be increased or decreased by adjustments made by the Dollar Registrar on Schedule A to each such Regulation S Dollar Global Note and recorded in the records Security Register, as hereinafter provided. Euro Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Euro Global Note substantially in the form of Exhibit A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Regulation S Euro Global Note” and together with the Regulation S Dollar Global Note, the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with a Common Depositary for Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Euro Global Notes may from time to time be increased or decreased by adjustments made by the Euro Registrar on Schedule A to each such Regulation S Global Note and recorded in the Depositary Security Register, as hereinafter provided. Dollar Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of a Dollar Global Note substantially in the form of Exhibit A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the “Restricted Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, duly executed by the Issuer and authenticated by the Trustee or its nomineeAuthentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Dollar Global Notes may from time to time be increased or decreased by adjustments made by the Dollar Registrar on Schedule A to each such Restricted Dollar Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold within the case may beUnited States to QIBs in reliance on Rule 144A shall be issued initially in the form of a Euro Global Note substantially in the form of Exhibit A-1 hereto, in connection with transfers of interest such applicable legends as are provided in this IndentureExhibit A-2 hereto, except as otherwise permitted herein (the “Restricted Euro Global Note”), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with a Common Depositary, for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Euro Global Notes may from time to time be increased or decreased by adjustments made by the Euro Registrar on Schedule A to each such Restricted Euro Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. (i) Notes issued offered and sold to Qualified Institutional Buyers in global form reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A hereto a 144A Global Note, which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Trustee, as custodian (including the Global Note Legend thereon and in such capacity, the “Schedule Custodian”) on behalf of Exchanges of Interests the Depositary. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note” attached thereto, which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Custodian on behalf of the Depositary. Notes issued and sold pursuant to an effective registration statement under the Securities Act, issued pursuant to an effective exchange offer registration statement under the Securities Act for the Company’s outstanding Notes, or issued in accordance with Sections 2.07(b)(iii) and 2.07(e), shall be issued in the form of Unrestricted Global Notes and deposited with the Custodian on behalf of the Depositary. Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and shall provide that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicableappropriate, to reflect exchanges and redemptions and exchanges, transfers of interests therein, redemptions and repurchases in accordance with the terms of this Indenture. Any endorsement of the Schedule to a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by Sections 2.07, 3.07 and 4.09 hereof. Except as set forth in Section 2.07(a) hereof, the Holder thereof as required by Section 2.06. (ii) Global Notes offered may be transferred, in whole and sold not in reliance on Regulation S shall be issued initially in the form part, only to a successor of the Regulation S Temporary Global Note, which shall be deposited relevant Depositary on whose behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenturenote is held.