Common use of Automatic Exchange from Restricted Global Note to Unrestricted Global Note Clause in Contracts

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Beneficial interests in a Global Note that is subject to restrictions set out in Section 2.06(d) (including the legend set forth in Section 2.06(d)) (the “Restricted Global Note”) may be automatically exchanged, at the election of the Company, into beneficial interests in an unrestricted Global Note that is no longer subject to the restrictions set out in Section 2.06(d) (including removal of the legend set forth in Section 2.06(d)) (the “Unrestricted Global Note”) without any action required by or on behalf of the Noteholder (the “Automatic Exchange”). In order to effect such exchange, the Company shall at least 15 days but not more than thirty days prior to the automatic exchange date, deliver a notice of Automatic Exchange (an “Automatic Exchange Notice”) to each Noteholder at such Noteholder’s address appearing in the Note Register, with a copy to the Trustee. The Automatic Exchange Notice shall identify the Notes subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the section of this Indenture pursuant to which the Automatic Exchange shall occur; (3) the “CUSIP” number of the Restricted Global Note from which such Noteholders’ beneficial interests will be transferred and (4) the “CUSIP” number of the Unrestricted Global Note into which such Noteholders’ beneficial interests will be transferred. At the Company’s request on no less than 5 days’ prior notice, the Trustee shall deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to each Noteholder at such Noteholder’s address appearing in the Note Register; provided, however, that the Company shall have delivered to the Trustee an Officers’ Certificate requesting that the Trustee give the Automatic Exchange Notice (in the name and at the expense of the Company) and setting forth the information to be stated in the Automatic Exchange Notice as provided in the preceding sentence. As a condition to any such exchange pursuant to this Section 2.12, the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officer’s Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.12, the Registrar shall endorse the Schedule of Increases and Decreases in Global Note to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. If an Unrestricted Global Note is not then outstanding at the time of the Automatic Exchange, the Company shall execute and the Trustee shall authenticate and deliver an Unrestricted Global Note to the Depositary. Following any such transfer pursuant to this Section 2.12, the relevant Restricted Global Note shall be cancelled.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Beneficial interests in a Global Note that is subject to restrictions set out in Section 2.06(d2.06(f)(1)(A) (including the legend set forth in Section 2.06(d2.06(f)(1)(A)) (the “Restricted Global Note”) may will be automatically exchanged, at the election of the Company, exchanged into beneficial interests in an unrestricted Global Note that is no longer subject to the restrictions set out in Section 2.06(d2.06(f)(1)(A) (including removal of the legend set forth in Section 2.06(d2.06(f)(1)(A)) (the “Unrestricted Global Note”) without any action required by or on behalf of the Noteholder (the “Automatic Exchange”). In order to effect such exchange, the Company shall at least 15 days but not more than thirty 30 days prior to the automatic exchange date, deliver a notice of Automatic Exchange (an “Automatic Exchange Notice”) to each Noteholder at such Noteholder’s address appearing in the Note Register, with a copy to the Trustee. The Automatic Exchange Notice shall identify the Notes subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the section of this Indenture pursuant to which the Automatic Exchange shall occur; (3) the “CUSIP” number of the Restricted Global Note from which such Noteholders’ beneficial interests will be transferred and (4) the “CUSIP” number of the Unrestricted Global Note into which such NoteholdersHolders’ beneficial interests will be transferred. At the Company’s request on no less than 5 days’ prior notice, the Trustee shall deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to each Noteholder at such Noteholder’s address appearing in the Note Register; provided, however, that the Company shall have delivered to the Trustee an Officers’ Certificate requesting that the Trustee give the Automatic Exchange Notice (in the name and at the expense of the Company) and setting forth the information to be stated in the Automatic Exchange Notice as provided in the preceding sentence. As a condition to any such exchange pursuant to this Section 2.12Automatic Exchange, the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officer’s Officers’ Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.12interests, the Registrar shall endorse the Schedule of Increases and Decreases in Global Note to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. If an Unrestricted Global Note is not then outstanding at the time of the Automatic Exchange, the Company shall execute and the Trustee shall authenticate and deliver an Unrestricted Global Note to the Depositary. Following any such transfer pursuant to this Section 2.12transfer, the relevant Restricted Global Note shall be cancelled.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Beneficial interests in a Global Note or Common Stock issued upon conversion of Notes that is subject to restrictions set out in Section 2.06(c) or Section 2.06(d) ), as applicable (including the legend set forth in Section 2.06(c) or Section 2.06(d), as applicable) (the “Restricted Global Note”) may ” or “Restricted Common Stock,” as applicable), shall be automatically exchanged, at the election of the Company, exchanged into beneficial interests in an unrestricted Global Note or stock certificate representing unrestricted Common Stock, as applicable, that is no longer subject to the restrictions set out in Section 2.06(c) or Section 2.06(d) ), as applicable (including removal of the legend set forth in Section 2.06(c) or Section 2.06(d), as applicable) (the “Unrestricted Global Note”) ” or “Unrestricted Common Stock,” as applicable), without any action required by or on behalf of the Noteholder holder (the “Automatic Exchange”). In order to effect such exchange, the Company shall at least 15 fifteen (15) days but not more than thirty (30) days prior to the automatic exchange dateResale Restriction Termination Date, deliver a notice of Automatic Exchange (an “Automatic Exchange Notice”) to each Noteholder holder at such Noteholderholder’s address appearing in the Note RegisterRegister or register maintained at the registrar for Common Stock, as applicable, with a copy to the TrusteeTrustee or transfer agent for Common Stock, as applicable. The Automatic Exchange Notice shall identify the Notes or Common Stock , as applicable, subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the section of this Indenture pursuant to which the Automatic Exchange shall occur; (3) the “CUSIP” number of the Restricted Global Note or Restricted Common Stock, as applicable, from which such Noteholdersholders’ beneficial interests will shall be transferred and (4) the “CUSIP” number of the Unrestricted Global Note or Unrestricted Common Stock, as applicable, into which such Noteholdersholders’ beneficial interests will shall be transferred. At the Company’s request on no less than 5 five (5) days’ prior notice, the Trustee shall deliver, or, with respect to Common Stock, the Company shall cause the transfer agent to deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to each Noteholder holder at such Noteholderholder’s address appearing in the Note RegisterRegister or register maintained at the registrar for Common Stock, as applicable; provided, however, that the Company shall have delivered to the Trustee or transfer agent, as applicable, a Company Order and an Officers’ Certificate requesting that the Trustee or transfer agent, as applicable, give the Automatic Exchange Notice (in the name and at the expense of the Company) and setting forth the information to be stated in the Automatic Exchange Notice as provided in the preceding sentence. As a condition to any such exchange pursuant to this Section 2.12, the Trustee or transfer agent, as applicable, shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officer’s Officers’ Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the TrusteeTrustee or transfer agent, as applicable, to the effect that such transfer of beneficial interests to the Unrestricted Global Note or Unrestricted Common Stock, as applicable, shall be effected in compliance with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.12, (i) with respect to the Notes, the Note Registrar shall endorse the Schedule schedule of Increases increases and Decreases decreases in the Global Note to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred or (ii) with respect to Common Stock, the registrar for Common Stock shall reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the number of shares of the applicable Restricted Common Stock and the Unrestricted Common Stock, respectively, equal to the beneficial interests transferred. If an Unrestricted Global Note is not then outstanding at the time of the Automatic Exchange, the Company shall execute and the Trustee shall authenticate and deliver an Unrestricted Global Note to the Depositary. Following any such transfer pursuant to this Section 2.12, the relevant Restricted Global Note or Restricted Common Stock, as applicable, shall be cancelled.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Beneficial interests in a Global Note or Common Stock issued upon conversion of Notes that is subject to restrictions set out in Section 2.06(c) or Section 2.06(d) ), as applicable (including the legend set forth in Section 2.06(c) or Section 2.06(d), as applicable) (the “Restricted Global Note” or “Restricted Common Stock”) may , as applicable), shall be automatically exchanged, at the election of the Company, exchanged into beneficial interests in an unrestricted Global Note or stock certificate representing unrestricted Common Stock, as applicable, that is no longer subject to the restrictions set out in Section 2.06(c) or Section 2.06(d) ), as applicable (including removal of the legend set forth in Section 2.06(c) or Section 2.06(d), as applicable) (the “Unrestricted Global Note” or “Unrestricted Common Stock”) , as applicable), without any action required by or on behalf of the Noteholder holder (the “Automatic Exchange”). In order to effect such exchange, the Company shall at least 15 days but not more than thirty 30 days prior to the automatic exchange dateResale Restriction Termination Date, deliver a notice of Automatic Exchange (an “Automatic Exchange Notice”) to each Noteholder holder at such Noteholderholder’s address appearing in the Note RegisterRegister or register maintained at the registrar for Common Stock, as applicable, with a copy to the TrusteeTrustee or transfer agent for Common Stock, as applicable. The Automatic Exchange Notice shall identify the Notes or Common Stock , as applicable, subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the section of this Indenture pursuant to which the Automatic Exchange shall occur; (3) the “CUSIP” number of the Restricted Global Note or Restricted Common Stock, as applicable, from which such Noteholdersholders’ beneficial interests will shall be transferred and (4) the “CUSIP” number of the Unrestricted Global Note or Unrestricted Common Stock, as applicable, into which such Noteholdersholders’ beneficial interests will shall be transferred. At the Company’s request on no less than 5 days’ prior notice, the Trustee shall deliver, or, with respect to Common Stock, the Company shall cause the transfer agent to deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to each Noteholder holder at such Noteholderholder’s address appearing in the Note RegisterRegister or register maintained at the registrar for Common Stock, as applicable; provided, however, that the Company shall have delivered to the Trustee or transfer agent, as applicable, a Company Order and an Officers’ Certificate requesting that the Trustee or transfer agent, as applicable, give the Automatic Exchange Notice (in the name and at the expense of the Company) and setting forth the information to be stated in the Automatic Exchange Notice as provided in the preceding sentence. As a condition to any such exchange pursuant to this Section 2.122.15, the Trustee or transfer agent, as applicable, shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officer’s Officers’ Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the TrusteeTrustee or transfer agent, as applicable, to the effect that such transfer of beneficial interests to the Unrestricted Global Note or Unrestricted Common Stock, as applicable, shall be effected in compliance with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.122.15, (i) with respect to the Notes, the Note Registrar shall endorse the Schedule of Increases and Decreases in Global Note to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred or (ii) with respect to Common Stock, the registrar for Common Stock shall reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the number of shares of the applicable Restricted Common Stock and the Unrestricted Common Stock, respectively, equal to the beneficial interests transferred. If an Unrestricted Global Note is not then outstanding at the time of the Automatic Exchange, the Company shall execute and the Trustee shall authenticate and deliver an Unrestricted Global Note to the Depositary. Following any such transfer pursuant to this Section 2.122.15, the relevant Restricted Global Note or Restricted Common Stock, as applicable, shall be cancelled.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Beneficial interests in a Global Note that is subject to restrictions set out in Section 2.06(d) (including the legend set forth in Section 2.06(d)) (the “Restricted Global Note”) may be automatically exchanged, at the election of the Company, into beneficial interests in an unrestricted Global Note that is no longer subject to the restrictions set out in Section 2.06(d) (including removal of the legend set forth in Section 2.06(d)) (the “Unrestricted Global Note”) without any action required by or on behalf of the Noteholder (the “Automatic Exchange”). In order to effect such exchange, the Company shall at least 15 days but not more than thirty days prior to the automatic exchange date, deliver a notice of Automatic Exchange (an “Automatic Exchange Notice”) to each Noteholder at such Noteholder’s address appearing in the Note Register, with a copy to the Trustee. The Automatic Exchange Notice shall identify the Notes subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the section of this Indenture pursuant to which the Automatic Exchange shall occur; (3) the “CUSIP” number of the Restricted Global Note from which such Noteholders’ beneficial interests will be transferred and (4) the “CUSIP” number of the Unrestricted Global Note into which such Noteholders’ beneficial interests will be transferred. At the Company’s request on no less than 5 days’ prior notice, the Trustee shall deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to each Noteholder at such Noteholder’s address appearing in the Note Register; provided, however, that the Company shall have delivered to the Trustee an Officers’ Certificate requesting that the Trustee give the Automatic Exchange Notice (in the name and at the expense of the Company) and setting forth the information to be stated in the Automatic Exchange Notice as provided in the preceding sentence. As a condition to any such exchange pursuant to this Section 2.12, the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officer’s Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.12, the Registrar Xxxxxxxxx shall endorse the Schedule of Increases and Decreases in Global Note to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. If an Unrestricted Global Note is not then outstanding at the time of the Automatic Exchange, the Company shall execute and the Trustee shall authenticate and deliver an Unrestricted Global Note to the Depositary. Following any such transfer pursuant to this Section 2.12, the relevant Restricted Global Note shall be cancelled.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Beneficial interests in a Global Note or Common Stock issued upon exchange of Notes that is subject to restrictions set out in Section 2.06(d) 2.07(c), as applicable (including the legend set forth in Section 2.06(d)Restricted Legend) (the “Restricted Global Note” or “Restricted Common Stock”) may , as applicable), shall be automatically exchanged, at the election of the Company, exchanged into beneficial interests in an unrestricted Global Note or stock certificate representing unrestricted Common Stock, as applicable, that is no longer subject to the restrictions set out in Section 2.06(d2.07(c) (including removal of the legend set forth in Section 2.06(d)Restricted Legend) (the “Unrestricted Global Note” or “Unrestricted Common Stock”) , as applicable), without any action required by or on behalf of the Noteholder Holder (the “Automatic Exchange”). In order to effect such exchange, the Company shall at least 15 days but not more than thirty 30 days prior to the automatic exchange dateResale Restriction Termination Date, deliver a notice of Automatic Exchange (an “Automatic Exchange Notice”) to each Noteholder Holder at such NoteholderHolder’s address appearing in the Note RegisterRegister or register maintained at the registrar for Common Stock, as applicable, with a copy to the TrusteeTrustee or transfer agent for Common Stock, as applicable. The Automatic Exchange Notice shall identify the Notes or Common Stock , as applicable, subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the section of this Indenture pursuant to which the Automatic Exchange shall occur; (3) the “CUSIP” number of the Restricted Global Note or Restricted Common Stock, as applicable, from which such NoteholdersHolders’ beneficial interests will shall be transferred and (4) the “CUSIP” number of the Unrestricted Global Note or Unrestricted Common Stock, as applicable, into which such NoteholdersHolders’ beneficial interests will shall be transferred. At the Company’s request on no less than 5 days’ prior notice, the Trustee shall deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to each Noteholder at such Noteholder’s address appearing in the Note Register; provided, however, that the Company shall have delivered to the Trustee an Officers’ Certificate requesting that the Trustee give the Automatic Exchange Notice (in the name and at the expense of the Company) and setting forth the information to be stated in the Automatic Exchange Notice as provided in the preceding sentence. As a condition to any such exchange pursuant to this Section 2.12, the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officer’s Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.12, the Registrar shall endorse the Schedule of Increases and Decreases in Global Note to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. If an Unrestricted Global Note is not then outstanding at the time of the Automatic Exchange, the Company shall execute and the Trustee shall authenticate and deliver an Unrestricted Global Note to the Depositary. Following any such transfer pursuant to this Section 2.12, the relevant Restricted Global Note shall be cancelled.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Beneficial interests in a Global Note or Common Stock issued upon conversion of Notes that is subject to restrictions set out in Section 2.06(c) or Section 2.06(d) ), as applicable (including the legend set forth in Section 2.06(c) or Section 2.06(d), as applicable) (the “Restricted Global Note”) may ” or “Restricted Common Stock,” as applicable), shall be automatically exchanged, at the election of the Company, exchanged into beneficial interests in an unrestricted Global Note or stock certificate representing unrestricted Common Stock, as applicable, that is no longer subject to the restrictions set out in Section 2.06(c) or Section 2.06(d) ), as applicable (including removal of the legend set forth in Section 2.06(c) or Section 2.06(d), as applicable) (the “Unrestricted Global Note”) ” or “Unrestricted Common Stock,” as applicable), without any action required by or on behalf of the Noteholder holder (the “Automatic Exchange”). In order to effect such exchange, the Company shall at least 15 days but not more than thirty 30 days prior to the automatic exchange dateResale Restriction Termination Date, deliver a notice of Automatic Exchange (an “Automatic Exchange Notice”) to each Noteholder holder at such Noteholderholder’s address appearing in the Note RegisterRegister or register maintained at the registrar for Common Stock, as applicable, with a copy to the TrusteeTrustee or transfer agent for Common Stock, as applicable. The Automatic Exchange Notice shall identify the Notes or Common Stock , as applicable, subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the section of this Indenture pursuant to which the Automatic Exchange shall occur; (3) the “CUSIP” number of the Restricted Global Note or Restricted Common Stock, as applicable, from which such Noteholdersholders’ beneficial interests will shall be transferred and (4) the “CUSIP” number of the Unrestricted Global Note or Unrestricted Common Stock, as applicable, into which such Noteholdersholders’ beneficial interests will shall be transferred. At the Company’s request on no less than 5 days’ prior notice, the Trustee shall deliver, or, with respect to Common Stock, the Company shall cause the transfer agent to deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to each Noteholder holder at such Noteholderholder’s address appearing in the Note RegisterRegister or register maintained at the registrar for Common Stock, as applicable; provided, however, that the Company shall have delivered to the Trustee or transfer agent, as applicable, a Company Order and an Officers’ Certificate requesting that the Trustee or transfer agent, as applicable, give the Automatic Exchange Notice (in the name and at the expense of the Company) and setting forth the information to be stated in the Automatic Exchange Notice as provided in the preceding sentence. As a condition to any such exchange pursuant to this Section 2.12, the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officer’s Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.12, the Registrar shall endorse the Schedule of Increases and Decreases in Global Note to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. If an Unrestricted Global Note is not then outstanding at the time of the Automatic Exchange, the Company shall execute and the Trustee shall authenticate and deliver an Unrestricted Global Note to the Depositary. Following any such transfer pursuant to this Section 2.12, the relevant Restricted Global Note shall be cancelled.this

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Beneficial interests in a Global Note that is subject to restrictions set out in Section 2.06(d2.05(d) (including the legend set forth in Section 2.06(d2.05(d)) (the “Restricted Global Note”) may be automatically exchanged, at the election of the Company, into beneficial interests in an unrestricted Global Note that is no longer subject to the restrictions set out in Section 2.06(d2.05(d) (including removal of the legend set forth in Section 2.06(d2.05(d)) (the “Unrestricted Global Note”) without any action required by or on behalf of the Noteholder (the “Automatic Exchange”). In order to effect such exchange, the Company shall at least 15 days but not more than thirty 30 days prior to the automatic exchange date, deliver a notice of Automatic Exchange (an “Automatic Exchange Notice”) to each Noteholder at such Noteholder’s address appearing in the Note Register, with a copy to the Trustee. The Automatic Exchange Notice shall be prepared by the Company and shall identify the Notes subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the section of this Indenture pursuant to which the Automatic Exchange shall occur; (3) the “CUSIP” number of the Restricted Global Note from which such Noteholders’ beneficial interests will be transferred and (4) the “CUSIP” number of the Unrestricted Global Note into which such Noteholders’ beneficial interests will be transferred. At the Company’s request on no less than 5 five days’ prior notice, the Trustee shall deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to each Noteholder at such Noteholder’s address appearing in the Note Register; provided, however, that the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate requesting that the Trustee give the Automatic Exchange Notice (in the name and at the expense of the Company) and setting forth the information to be stated in attaching the Automatic Exchange Notice as provided in the preceding sentencean exhibit thereto. As a condition to any such exchange pursuant to this Section 2.122.11, the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officer’s Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect certifying that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.122.11, the Registrar shall endorse the Schedule of Increases and Decreases in Global Note to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global NoteNotes, respectively, equal to the principal amount of beneficial interests transferred. If an Unrestricted Global Note is not then outstanding at the time of the Automatic Exchange, the Company shall execute and and, upon receipt of a Company Order, the Trustee shall authenticate and deliver an Unrestricted Global Note to the Depositary. Following any such transfer pursuant to this Section 2.122.11, the relevant Restricted Global Note shall be cancelled.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Beneficial Upon the Issuers’ satisfaction that the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act and the Investment Company Act, beneficial interests in a Restricted Global Note that is subject to restrictions set out in Section 2.06(d) (including the legend set forth in Section 2.06(d)) (the “Restricted Global Note”) may be automatically exchanged, at the election of the Company, exchanged into beneficial interests in an unrestricted Unrestricted Global Note that is no longer subject to the restrictions set out in Section 2.06(d) (including removal of the legend set forth in Section 2.06(d)) (the “Unrestricted Global Note”) without any action required by or on behalf of the Noteholder Holder (the “Automatic Exchange”) at any time on or after the date that is the 366th calendar day after (1) with respect to Initial Notes, the Issue Date or (2) with respect to Additional Notes, if any, the issue date of such Additional Notes, or, in each case, if such day is not a Business Day, on the next succeeding Business Day, provided, however, that if any Additional Notes are issued within the 365 calendar days after the Issue Date, then the period with respect to the Initial Notes shall automatically be extended to the 366th calendar day after the issue date of such Additional Notes (the “Automatic Exchange Date”). In Upon the Issuers’ satisfaction that the Private Placement Legend shall no longer be required in order to effect such exchangemaintain compliance with the Securities Act and the Investment Company Act, the Company Issuers shall (i) provide written notice to the Depositary and the Trustee at least 15 days but not more than thirty calendar days prior to the automatic exchange date, deliver a notice of Automatic Exchange Date, instructing the Depositary to exchange all of the outstanding beneficial interests in a particular Restricted Global Note to the Unrestricted Global Note, which the Issuers shall have previously otherwise made eligible for exchange with the Depositary, (an ii) provide prior written notice (the “Automatic Exchange Notice”) to each Noteholder Holder at such NoteholderHolder’s address appearing in the Note Register, with a copy to the Trustee. The Automatic Exchange Notice shall identify the Notes subject register of Holders at least 15 calendar days prior to the Automatic Exchange and shall state: Date (1the “Automatic Exchange Notice Date”), which notice must include (w) the date of the Automatic Exchange; Exchange Date, (2x) the section of this Indenture pursuant to which the Automatic Exchange shall occur; , (3y) the “CUSIP” CUSIP number of the Restricted Global Note from which such Noteholders’ Holder’s beneficial interests will be transferred and (4z) the “CUSIP” CUSIP number of the Unrestricted Global Note into which such Noteholders’ Holder’s beneficial interests will be transferredtransferred and (iii) on or prior to the Automatic Exchange Date, deliver to the Trustee for authentication one or more Unrestricted Global Notes (together with an Authentication Order), duly executed by the Issuers, in an aggregate principal amount equal to the aggregate principal amount of Restricted Global Notes to be exchanged into such Unrestricted Global Notes. At the Company’s Issuers’ written request on no less than 5 five calendar days’ notice prior noticeto the Automatic Exchange Notice Date, the Trustee shall deliver, in the Company’s Issuers’ name and at its expense, the Automatic Exchange Notice to each Noteholder Holder at such NoteholderHolder’s address appearing in the Note Registerregister of Holders; provided, however, provided that the Company shall Issuers have delivered to the Trustee an Officers’ Certificate requesting that the Trustee give information required to be included in such Automatic Exchange Notice. Notwithstanding anything to the contrary in this Section 2.06(d), during the 15 calendar day period prior to the Automatic Exchange Notice (in Date, no transfers or exchanges other than pursuant to this Section 2.06(d) shall be permitted without the name and at the expense prior written consent of the Company) and setting forth the information to be stated in the Automatic Exchange Notice as provided in the preceding sentenceIssuers. As a condition to any such exchange pursuant to this Section 2.12Automatic Exchange, the Issuers shall provide, and the Trustee shall be entitled to receive from the Companyconclusively rely upon, and rely conclusively without any liability, upon an Officer’s Officers’ Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, Issuers to the effect that such transfer of beneficial interests to the Unrestricted Global Note Automatic Exchange shall be effected in compliance with the Securities ActAct and the Investment Company Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act and the Investment Company Act and that the aggregate principal amount of the particular Restricted Global Note is to be transferred to the particular Unrestricted Global Note by adjustment made on the records of the Trustee, as custodian for the Depositary to reflect the Automatic Exchange. Upon such exchange of beneficial interests pursuant to this Section 2.122.06(d), the Registrar aggregate principal amount of the Global Notes shall endorse be increased or decreased by adjustments made on the Schedule records of Increases and Decreases in Global Note the Trustee, as custodian for the Depositary, to reflect the relevant Notes and reflect on its books and records the date of such transfer and a increase or decrease and increase, respectively, in the principal amount of such Global Note resulting from the applicable exchange. The Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of Note from which beneficial interests transferred. If are transferred pursuant to an Unrestricted Global Note is not then outstanding at the time of Automatic Exchange shall be cancelled following the Automatic Exchange, the Company shall execute and the Trustee shall authenticate and deliver an Unrestricted Global Note to the Depositary. Following any such transfer pursuant to this Section 2.12, the relevant Restricted Global Note shall be cancelled.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Beneficial interests in a Global Note that is subject to restrictions set out in Section 2.06(d2.05(d) (including the legend set forth in Section 2.06(d2.05(d)) (the “Restricted Global Note”) may be automatically exchanged, at the election of the Company, into beneficial interests in an unrestricted Global Note that is no longer subject to the restrictions set out in Section 2.06(d2.05(d) (including removal of the legend set forth in Section 2.06(d2.05(d)) (the “Unrestricted Global Note”) without any action required by or on behalf of the Noteholder (the “Automatic Exchange”). In order to effect such exchange, the Company shall at least 15 days but not more than thirty 30 days prior to the automatic exchange date, deliver a notice of Automatic Exchange (an “Automatic Exchange Notice”) to each Noteholder at such Noteholder’s address appearing in the Note Register, with a copy to the Trustee. The Automatic Exchange Notice shall be prepared by the Company and shall identify the Notes subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the section of this Indenture pursuant to which the Automatic Exchange shall occur; (3) the “CUSIP” number of the Restricted Global Note from which such Noteholders’ beneficial interests will be transferred and (4) the “CUSIP” number of the Unrestricted Global Note into which such Noteholders’ beneficial interests will be transferred. At the Company’s request on no less than 5 five days’ prior notice, the Trustee shall deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to each Noteholder at such Noteholder’s address appearing in the Note Register; provided, however, that the Company shall have delivered to the Trustee an Officers’ Certificate requesting that the Trustee give the Automatic Exchange Notice (in the name and at the expense of the Company) and setting forth the information to be stated in attaching the Automatic Exchange Notice as provided in the preceding sentencean exhibit thereto. As a condition to any such exchange pursuant to this Section 2.122.11, the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officer’s Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect certifying that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.122.11, the Registrar shall endorse the Schedule of Increases and Decreases in Global Note to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global NoteNotes, respectively, equal to the principal amount of beneficial interests transferred. If an Unrestricted Global Note is not then outstanding at the time of the Automatic Exchange, the Company shall execute and and, upon receipt of a Company Order, the Trustee shall authenticate and deliver an Unrestricted Global Note to the Depositary. Following any such transfer pursuant to this Section 2.122.11, the relevant Restricted Global Note shall be cancelled.