TVL Lin TV Corp

DESCRIPTION OF CAPITAL STOCK

        We are authorized to issue 100,000,000 shares of Class A Common Stock, par value $0.01 per share, 50,000,000 shares of Class B Common Stock, par value $0.01 per share, 50,000,000 shares of Class C Common Stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of July 26, 2013, there were 33,469,856 shares of our Class A Common Stock outstanding. There are currently no shares of our preferred stock outstanding.

        The following summary describes certain of the material provisions of our common stock, but does not purport to be complete and is subject to and qualified in its entirety by Delaware General Corporation Law (the "DGCL") or the Second Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws of LIN TV Corp., each as amended.

Common Stock

Voting

        Each outstanding share of Class A Common Stock is entitled to one vote on all matters submitted to a vote of stockholders. So long as any shares of Class C Common Stock are outstanding, the Class A Common Stock is collectively entitled to 30% of our voting power on all matters submitted to our stockholders for a vote. There is no cumulative voting, which means that the holder or holders of shares having more than half of the voting power in an election of directors can elect all the directors then being elected.

        The Class B Common Stock is generally not entitled to vote. However, so long as at least a majority of the shares of Class B Common Stock outstanding as of the date of this prospectus remain outstanding, we cannot, without the consent of at least a majority of the shares of Class B Common Stock then outstanding:

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sell or transfer assets with a total fair market value equal to 10% or more of the value of our outstanding common stock;



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merge or consolidate with another entity;



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reclassify any of our securities;



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reclassify, dissolve, liquidate or wind-up our affairs;



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issue equity securities or those of any of our subsidiaries, other than securities issued by a wholly-owned subsidiary to us or by us to another wholly-owned subsidiary or securities issued under our stock option plan or phantom stock plan;



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redeem or repurchase any shares of our or our subsidiaries' capital stock, other than purchases made pursuant to our stock option plan or phantom stock plan;



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amend or modify our charter or bylaws so as to affect adversely the rights of the Class B Common Stock;



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declare or pay any dividend or make any other distribution;



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enter into any transaction with an affiliate of ours, other than in our ordinary course of business;



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enter into any transaction outside our ordinary course of business;



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engage in any business or transaction that would require any direct or indirect owner of an equity interest in us to divest itself of any such interest;



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incur or assume or permit any subsidiary to incur or assume any indebtedness in an amount equal to or greater than 10% of our fair market value;

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engage in any business other than any business a majority of whose revenue is derived from the ownership and operation of television stations or any business that we conducted as of the date of filing of our second amended and restated charter; and



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settle or allow any subsidiary to settle any claim outside the ordinary course of our business that involves any material restriction on our continued business or assets or that of any of our subsidiaries or affiliates.

        So long as any shares of Class C Common Stock are outstanding, the Class C Common Stock is collectively entitled to 70% of our voting power on all matters submitted to our stockholders for a vote. Each outstanding share of Class C Common Stock is entitled to a proportionate number of votes determined at the time of each vote, relative to the total number of class C votes.

Dividends

        The holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available therefor at such time and in such amounts as the board of directors may from time to time determine, subject to the prior rights of the holders of any preferred stock.

Conversion

        Under the terms of our Second Amended and Restated Certificate of Incorporation, the shares of our common stock have the following conversion features:

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each outstanding share of Class B Common Stock may be converted at the option of the holder into either (i) one share of Class A Common Stock or (ii) one share of Class C Common Stock, provided, that all requisite approval for ownership of such voting stock is received from the Federal Communications Commission and, in the case of Class C Common Stock, that the consent of holders of a majority of the outstanding shares of Class B Common Stock is obtained; and



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if a majority of the Class B Common Stock outstanding on May 1, 2002 (the date of our Second Amended and Restated Certificate of Incorporation) is converted into Class A Common Stock, then each share of Class C Common Stock will be automatically converted into Class A Common Stock for no additional consideration.

General

        Holders of our common stock have no preemptive or subscription rights to purchase any of our securities. Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to receive, pro rata, our assets which are legally available for distribution, after payment of all debts and other liabilities and subject to the rights of any holders of preferred stock. There are no redemption or sinking fund provisions applicable to the common stock. All of our outstanding shares of common stock are fully-paid and nonassessable.

Preferred Stock

        Our board is authorized without stockholder approval to issue preferred stock in one or more classes or series and to designate for each class or series the following: the terms and conditions of any voting, dividend and conversion or exchange rights; the amount payable on the series upon redemption and upon our dissolution or distribution of our assets; and the rights, qualifications, limitations or restrictions pertaining to the class or series.

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Certain Charter and Bylaw Provisions

Classified Board of Directors

        Our Second Amended and Restated Certificate of Incorporation provides for a board divided into three classes of directors serving staggered three-year terms. The classification of directors has the effect of making it more difficult for stockholders to change the composition of the board in a relatively short period of time. As a result, at least two annual meetings of stockholders, instead of one, will generally be required to effect a change in a majority of the board.

Number of Directors; Vacancies; Removal

        Our Second Amended and Restated Certificate of Incorporation provides that the number of members of our board will be established by the board. Our Third Amended and Restated Bylaws provide that the board, acting by majority vote of the directors then in office, may fill any newly created directorships or vacancies on the board. Moreover, under the DGCL, in the case of a corporation having a classified board, stockholders may remove a director only for cause. This provision, when coupled with the provision of our Third Amended and Restated Bylaws authorizing the board to fill vacant directorships, will preclude a stockholder from removing incumbent directors without cause and simultaneously gaining control of the board by filling the vacancies created by the directors' removal with its own nominees.

Stockholder Action by Written Consent; Special Meetings

        Our Second Amended and Restated Certificate of Incorporation prohibits action by stockholders by written consent in lieu of a meeting other than action permitted or required to be approved by holders of our Class B Common Stock. Our Third Amended and Restated Bylaws provide that special meetings of stockholders may be called by a majority of the board.

Advance Notice Requirements for Stockholder Proposals and Director Nominees

        Our Third Amended and Restated Bylaws establish an advance notice procedure with regard to business proposed to be submitted by a stockholder at any annual meeting of our stockholders, including the nomination of candidates for election as directors. The procedure provides that a notice of proposed stockholder business must be timely given in writing to us prior to the meeting. In all cases, to be timely, notice relating to an annual meeting must be received by the company not less than 90 days nor more than 120 days before the annual meeting.

        Notice to us from a stockholder who proposes to nominate a person at a meeting for election as a director must contain all information relating to that person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act. The notice must also include the person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

        The chairman of a meeting of stockholders may determine that a person was not nominated in accordance with the nomination procedure, in which case the person's nomination will be disregarded. If the chairman of a meeting of stockholders determines that other business was not properly brought before the meeting in accordance with our amended and restated bylaw procedures, the business will not be conducted at the meeting.

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Federal Communications Commission Compliance

        In order to comply with our obligations under the Communications Act of 1934, our Second Amended and Restated Certificate of Incorporation contains a provision that prohibits us from:

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issuing in excess of 25% of our capital stock to any non-U.S. entity or government or any representative of or individual controlled by any such entity or government; or



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permitting any transfer of our securities that would result in any such government, entity or person holding greater than 25% of our capital stock.

        In addition, no such alien governments, entities, or persons shall be entitled to vote or direct or control the vote in excess of 25% of our outstanding capital stock.

Limitations on Director Liability

        Our Second Amended and Restated Certificate of Incorporation also contains provisions permitted under the DGCL regarding liability of directors. These provisions eliminate the personal liability of directors for monetary damages for any breach of their fiduciary duties as directors, except for:

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any breach of the duty of loyalty;



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acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;



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liability under Section 174 of the DGCL regarding unlawful dividends, stock repurchases or stock redemptions; or



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any transaction from which the director derived an improper personal benefit.

        These provisions do not eliminate a director's duty of care and do not affect the availability of equitable remedies, including action to enjoin or rescind a transaction involving a breach of fiduciary duty. Moreover, these provisions do not apply to claims against a director for knowing violation of laws, including the federal securities laws. Our Second Amended and Restated Certificate of Incorporation further provides that we must indemnify our directors and officers, and may indemnify any of our employees or agents, to the fullest extent permitted by the DGCL. We believe these provisions assist us in attracting and retaining qualified individuals to serve as directors and officers.

Listing

        LIN TV Corp.'s Class A Common Stock is listed on the New York Stock Exchange under the symbol "TVL."

DESCRIPTION OF WARRANTS

        We may issue warrants, including warrants to purchase common stock or debt securities or any combination of the foregoing. Warrants may be issued independently or as part of a unit with any other securities and may be attached to or separate from the underlying securities. The warrants will be issued under warrant agreements to be entered into between us and a warrant agent, as detailed in the prospectus supplement relating to warrants being offered.

        A prospectus supplement relating to any warrants being offered will include specific terms relating to the offering, including a description of any other securities sold together with the warrants. These items will include:

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the title of the warrants;



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the aggregate number of the warrants;



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the price or prices at which the warrants will be issued;



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the currencies in which the price or prices of the warrants may be payable;



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the designation, amount and terms of the common stock, preferred stock or debt securities or rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies or indices, purchasable upon exercise of the warrants and procedures by which those numbers may be adjusted;



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the designation and terms of the other offered securities, if any, with which the warrants are issued and the number of the warrants issued with each security;



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if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable;



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the price or prices at which the offered securities purchasable upon exercise of the warrants may be purchased;



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the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;



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the minimum or maximum amount of the warrants that may be exercised at any one time;



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any terms relating to the modification of the warrants;



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information with respect to book-entry procedures, if any;



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a discussion of any material federal income tax considerations; and



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any other material terms of the warrants, including terms, procedures, and limitations relating to the transferability, exchange, exercise or redemption of the warrants.

        The applicable prospectus supplement will describe the specific terms of any warrants or warrant units.

        The descriptions of the warrant agreements in this prospectus and in any prospectus supplement are summaries of the applicable provisions of the applicable agreements. These descriptions do not restate those agreements in their entirety and do not contain all of the information that you may find useful. We urge you to read the applicable agreements because they, and not the summaries, define your rights as holders of the warrants or any warrant units. For more information, please review the form of the relevant agreements, which will be filed with the SEC promptly after the offering of the warrants and will be available as described under the heading "Where You Can Find More Information."

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DESCRIPTION OF DEBT SECURITIES

        The following description sets forth some general terms and provisions of the debt securities we may offer, but it is not complete. The particular terms of the debt securities offered and the extent, if any, to which the general provisions may not apply to the debt securities so offered will be described in the prospectus supplement relating to the debt securities. For a more detailed description of the terms of the debt securities, please refer to the indenture relating to the issuance of the particular debt securities.

        Any senior debt securities will be issued under a senior indenture to be entered into between us and the trustee named in the senior indenture. Any subordinated debt securities will be issued under a subordinated indenture to be entered into between us and the trustee named in the subordinated indenture. As used in this prospectus, the term "indentures" refers to both the senior indenture and the subordinated indenture. The indenture(s) will be qualified under the Trust Indenture Act of 1939, as amended. As used in this prospectus, the term "debt trustee" refers to either the senior trustee or the subordinated trustee, as applicable.

        The following summaries of the material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities, including the definitions therein of some terms. Except as otherwise indicated, the terms of any senior indenture and any subordinated indenture will be identical.

General

        If applicable, each applicable prospectus supplement will describe the following terms relating to a series of debt securities:

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the title of the debt securities;



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whether the debt securities are senior debt securities or subordinated debt securities and, if they are subordinated debt securities, the terms of subordination;



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any limit on the amount of debt securities that may be issued;



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whether any of the debt securities will be issuable, in whole or in part, in temporary or permanent global form or in the form of book-entry securities;



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the maturity dates of the debt securities;



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the annual interest rates (which may be fixed or variable) or the method for determining the rates and the dates interest will begin to accrue on the debt securities, the dates interest will be payable, and the regular record dates for interest payment dates or the method for determining the dates;



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the places where payments with respect to the debt securities shall be payable;



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our right, if any, to defer payment of interest on the debt securities and extend the maximum length of any deferral period;



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the date, if any, after which, and the prices at which, the series of debt securities may, pursuant to any optional redemption provisions, be redeemed at our option and other related terms and provisions;



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the dates, if any, on which, and the prices at which we are obligated, pursuant to any sinking fund provisions or otherwise, to redeem, or at the holder's option to purchase, the series of debt securities and other related terms and provisions;

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the denominations in which the series of debt securities will be issued, if other than a minimum denomination of $2,000 or an integral multiple of $1,000 in principal amount in excess thereof;



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any mandatory or optional sinking fund or similar provisions with respect to the debt securities;



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any index used to determine the amount of payments of the principal of, and premium, if any, and interest on, the debt securities and the manner in which the amounts shall be determined;



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the terms pursuant to which the debt securities are subject to defeasance;



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the terms and conditions, if any, pursuant to which the debt securities are secured; and



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any other material terms of the debt securities.

        The debt securities may be issued as original issue discount securities. An original issue discount security is a debt security, including any zero-coupon debt security, which:

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is issued at a price lower than the amount payable upon its stated maturity; and



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provides that, upon redemption or acceleration of the maturity, an amount less than the amount payable upon the stated maturity shall become due and payable.

        United States federal income tax considerations applicable to debt securities sold at an original issue discount will be described in the applicable prospectus supplement.

        Under the indentures we will have the ability, without the consent of the holders, to issue debt securities with terms different from those of debt securities previously issued and to reopen a previous issue of a series of debt securities and issue additional debt securities of that series, unless the reopening was restricted when the series was created, in an aggregate principal amount determined by us.

Conversion or Exchange Rights

        The terms, if any, on which a series of debt securities may be convertible into or exchangeable for common stock or other of our securities will be detailed in the applicable prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option, and may include provisions pursuant to which the number of shares of our common stock or other of our securities to be received by the holders of the series of debt securities would be subject to adjustment.

Consolidation, Merger or Sale of Assets

        Unless we provide otherwise in the applicable prospectus supplement, the indentures will provide that we may not consolidate with or merge into any other person, in a transaction in which we are not the surviving corporation, or convey, transfer or lease our properties and assets substantially as an entirety to, any person, unless:

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the successor entity is a corporation, limited liability company, partnership, trust or other entity existing under the laws of the United States, or any State or the District of Columbia;



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the successor entity assumes our obligations on the debt securities and under the indentures;



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immediately prior to and after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and



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certain other conditions are met.

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Events of Default Under the Indentures

        Unless we provide otherwise in the applicable prospectus supplement, the following will be events of default under the indentures with respect to any series of debt securities issued:

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failure to pay interest on the debt securities when due, which failure continues for a specified period set forth in the applicable prospectus supplement and the time for payment has not been deferred;



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failure to pay the principal of or premium on the debt securities, if any, when due;



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failure to deposit any sinking fund payment when due, which failure continues for 60 days;



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failure to observe or perform any other covenant contained in the debt securities or the indentures other than a covenant specifically relating to another series of debt securities, which failure continues for a specified period set forth in the applicable prospectus supplement after we receive notice from the debt trustee or holders of a specified percentage, set forth in the applicable prospectus supplement, of the aggregate principal amount of the outstanding debt securities of that series; or



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particular events of our bankruptcy, insolvency or reorganization.

        The supplemental indenture or the form of note for a particular series of debt securities may include additional events of default or changes to the events of default described above. For any additional or different events of default applicable to a particular series of debt securities, see the applicable prospectus supplement relating to the series.

        If an event of default with respect to debt securities of any series occurs and is continuing, the debt trustee or the holders of a specified percentage of the aggregate principal amount of the outstanding debt securities of that series, by notice in writing to us (and, to the debt trustee, if notice is given by the holders), may declare the unpaid principal of or premium, if any, and accrued interest, if any, on the debt securities of that series due and payable immediately.

        The holders of a specified percentage of the aggregate principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding:

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payment of principal of or premium, if any, or interest on the debt securities; or



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those covenants described under the subsection "—Modification of Indenture; Waiver" that cannot be modified or amended without the consent of each holder of any outstanding debt securities affected.

        Any waiver shall cure the default or event of default.

        Subject to the terms of the indentures (as supplemented), if an event of default under an indenture occurs and is continuing, the debt trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the applicable series of debt securities, unless the holders have offered the debt trustee indemnity or security satisfactory to it. The holders of a specified percentage of the aggregate principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debt trustee, or exercising any trust or power conferred on the debt trustee, with respect to the debt securities of that series, provided that:

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it is not in conflict with any law or the applicable indenture;



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the debt trustee may take any other action deemed proper by it that is not inconsistent with the direction;

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subject to its duties set forth under the applicable indenture, the debt trustee need not take any action that might involve it in personal liability; and



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subject to its duties set forth under such indenture, the debt trustee need not take any action that it determines, upon the advice of counsel, may not lawfully be taken or in good faith determines would be unduly prejudicial to the holders of the debt securities.

        A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if:

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the holder has given written notice to the debt trustee of a continuing event of default with respect to that series;



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the holders of a specified percentage of the aggregate principal amount of the outstanding debt securities of that series have made written request to the debt trustee, and the holders have offered reasonable indemnity to the debt trustee to institute proceedings; and



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the debt trustee does not institute a proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within a specified period set forth in the applicable prospectus supplement after the notice, request and offer.

        These limitations will not apply to a suit instituted by a holder of debt securities for payment of the principal of or premium, if any, or interest on the debt securities if we default in such payment.

        We will periodically file statements with the debt trustee regarding our compliance with the covenants in the indentures.

Modification of Indenture; Waiver

        We and the debt trustee may change an indenture without the consent of any holders with respect to specific matters, including:

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to fix any ambiguity, defect or inconsistency in the indenture;



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to provide for the assumption by a successor person;



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to evidence and provide for successor trustees;



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to add, change or eliminate any provision affecting only debt securities not yet issued;



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to comply with any requirement of the SEC in connection with qualification of an indenture under the Trust Indenture Act of 1939, as amended;



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to conform the indenture to the provisions set forth in the description of the securities in the applicable prospectus supplement; and



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to make any change that does not adversely affect the rights of any holder.

        In addition, the rights of holders of a series of debt securities may be changed by us and the debt trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, the following changes may only be made with the consent of each holder of any outstanding debt securities affected:

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extend the fixed maturity of the series of debt securities;



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change any obligation of ours to pay additional amounts with respect to the debt securities;



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reduce the principal amount of, the rate of interest on, or any premium payable upon the redemption of any debt securities;

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reduce the amount of principal of an original issue discount security or any other debt security payable upon acceleration of the maturity thereof;



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impair the right to enforce any payment on, or with respect to, any debt security;



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adversely change the right to convert or exchange, including decreasing the conversion rate or increasing the conversion price of, the debt security (if applicable);



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in the case of the subordinated indenture, modify the subordination provisions in a manner adverse to the holders of the subordinated debt securities;



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if the debt securities are secured, change the terms and conditions pursuant to which the debt securities are secured in a manner adverse to the holders of the secured debt securities;



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reduce the percentage of principal amount of outstanding debt securities of any series the consent of the holders of which is required for modification or amendment of the indenture or for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults; or



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modify any of the above provisions.

Form, Exchange and Transfer

        The debt securities of each series will be issuable only in fully registered form without coupons and, unless otherwise specified in the applicable prospectus supplement, in a denomination of $2,000 or an integral multiple of $1,000 in principal amount in excess thereof. The indentures will provide that debt securities of a series may be issuable in temporary or permanent global form and may be issued as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), unless the prospectus supplement provides otherwise.

        At the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, debt securities of any series will be exchangeable for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

        Subject to the terms of the indenture and the limitations applicable to global securities detailed in the applicable prospectus supplement, debt securities may be presented for exchange or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar) at the office of the security registrar or at the office of any transfer agent designated by us for that purpose. Unless otherwise provided in the debt securities to be transferred or exchanged, no service charge will be made for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges. The security registrar and any transfer agent (in addition to the security registrar) initially designated by us for any debt securities will be named in the applicable prospectus supplement. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

        If the debt securities of any series are to be redeemed, we will not be required to:

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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or



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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except for the unredeemed portion of any debt securities being redeemed in part.

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Information Concerning the Debt Trustee

        The debt trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only the duties specifically set forth in the indenture and, upon an event of default under an indenture, must use the same degree of care in the exercise of the rights and powers vested in it as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the debt trustee is under no obligation to exercise any of the powers given to it by the indenture at the request of any holder of debt securities unless it is offered security or indemnity satisfactory to it against the costs, expenses and liabilities that it might incur. The debt trustee is not required to spend or risk its own money or otherwise become financially liable while performing its duties unless it reasonably believes that it will be repaid or receive adequate indemnity.

Payment and Paying Agents

        Unless otherwise indicated in the applicable prospectus supplement, payment of the interest on any debt securities on any interest payment date will be made to the person in whose name the debt securities (or one or more predecessor securities) are registered at the close of business on the regular record date for the payment of interest.

        Principal of and any premium and interest on the debt securities of a particular series will be payable at the office of the paying agents designated by us, except that, unless otherwise indicated in the applicable prospectus supplement, interest payments may be made by check mailed to the holder. Unless otherwise indicated in the prospectus supplement, the corporate trust office of the debt trustee will be designated as our sole paying agent for payments with respect to debt securities of each series. Any other paying agents initially designated by us for the debt securities of a particular series will be named in the applicable prospectus supplement. We will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.

        Subject to applicable abandoned property laws, moneys paid by us to a paying agent or the debt trustee for the payment of the principal of, or any premium or interest on, any debt securities which remain unclaimed at the end of two years after the principal, premium, or interest has become due and payable will be repaid to us, and the holder of the security thereafter may look only to us for payment thereof.

Governing Law

        Unless otherwise indicated in the applicable prospectus supplement, the indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act of 1939, as amended, is applicable.

Subordination of Subordinated Debt Securities

        Any subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to some of our other indebtedness to the extent described in a prospectus supplement. The subordinated indenture will not limit the amount of subordinated debt securities that we may issue, nor will it limit us from issuing any other secured or unsecured debt.

Book-Entry Debt Securities

        We will make payments on each series of book-entry debt securities to DTC or its nominee as the sole registered owner and holder of the global security. Neither we nor the debt trustee nor any of our or its agents will be responsible or liable for any aspect of DTC's records relating to or payments made on account of beneficial ownership interests in a global security or for maintaining, supervising or

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reviewing any of DTC's records relating to the beneficial ownership interests or with respect to its performance of its obligations under the rules and regulations governing its operations.