Common use of Cancellation and/or Adjustment of Global Notes Clause in Contracts

Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the aggregate principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, the aggregate principal amount of such other Global Note shall be increased accordingly and an endorsement shall be made on the “Schedule of Exchanges of Interests” in such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. Promptly following the termination of the Distribution Compliance Period, the Company shall cause the beneficial interests in the Regulation S Temporary Global Note to be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Applicable Procedures. The Company shall deliver to the Trustee an Authentication Order for the authentication of the Regulation S Permanent Global Note, an executed Regulation S Permanent Global Note, an Officers’ Certificate, and an Opinion of Counsel. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note.

Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled canceled in whole and not in part, each such Global Note shall be returned to or retained and cancelled canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the aggregate principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will shall take delivery thereof in the form of a beneficial interest in another Global Note, the aggregate principal amount of such other Global Note shall be increased accordingly and an endorsement shall be made on the “Schedule of Exchanges of Interests” in such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. Promptly following On any Interest Payment Date on which the termination Issuer pays PIK Interest (a “PIK Payment”), with respect to a Global Note, upon receipt of an Authentication Order, the Trustee shall increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest whole dollar, for the relevant interest period on the principal amount of such Global Note as of the Distribution Compliance Periodrelevant Record Date for such Interest Payment Date, to the Company credit of the Holders on such Record Date and an adjustment shall cause be made on the beneficial interests in books and records of the Regulation S Temporary Trustee with respect to such Global Note to reflect such increase. On any Interest Payment Date on which the Company makes a PIK Payment by issuing Definitive Notes (a “PIK Note”), the principal amount of any such PIK Note issued to any Holder, for the relevant interest period as of the relevant Record Date for such Interest Payment Date, shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Applicable Procedures. The Company shall deliver rounded up to the Trustee an Authentication Order for the authentication of the Regulation S Permanent Global Note, an executed Regulation S Permanent Global Note, an Officers’ Certificate, and an Opinion of Counsel. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Notenearest whole dollar.

Cancellation and/or Adjustment of Global Notes. At such time as is all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled canceled in whole and not in part, each such Global Note shall be returned to or retained and cancelled canceled by the Trustee Custodian in accordance with Section 2.11 hereof2.10 of the Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the aggregate principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee Custodian or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person person who will take delivery thereof in the form of a beneficial interest in another Global Note, the aggregate principal amount of such other Global Note shall be increased accordingly and an endorsement shall be made on the “Schedule of Exchanges of Interests” in such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. Promptly following To the termination extent that the Trustee has received notice from the Collateral Agent that any Notes are no longer part of Equity Units, there shall be noted by the Distribution Compliance PeriodCustodial Agent, upon receipt of instructions from the Company Trustee, on the Definitive Note issued to the Warrant Agent a reduction in principal amount equal to the aggregate principal amount of such Notes (the "Reduced Principal Amount") and there shall cause be noted by the beneficial interests in Custodial Agent, upon receipt of instructions from the Regulation S Temporary Trustee, on the Global Note issued to be exchanged for beneficial interests DTC an increase in the Regulation S Permanent Global Note pursuant to Applicable Procedures. The Company shall deliver principal amount equal to the Trustee an Authentication Order for the authentication of the Regulation S Permanent Global Note, an executed Regulation S Permanent Global Note, an Officers’ Certificate, and an Opinion of Counsel. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global NoteReduced Principal Amount.

Cancellation and/or Adjustment of Global Notes. (a) At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled canceled in whole and not in part, each such Global Note shall be returned to or retained and cancelled canceled by the Trustee Custodian in accordance with Section 2.11 hereof2.10 of the Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the aggregate principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee Custodian or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person person who will take delivery thereof in the form of a beneficial interest in another Global Note, the aggregate principal amount of such other Global Note shall be increased accordingly and an endorsement shall be made on the “Schedule of Exchanges of Interests” in such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. Promptly following . (b) In the termination event that any Pledged Note is to be released from the Pledge of the Distribution Compliance PeriodPledge Agreement and delivered to the Warrant Agent pursuant to Section 5.2 of the Pledge Agreement (a "Released Note"), as a result of the creation of one or more Treasury Equity Units as provided in said Section 5.2 of the Pledge Agreement, such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Definitive Note held by the Collateral Agent reflecting a reduction in the principal amount of such Definitive Note equal in amount (the "Reduced Principal Amount") to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Definitive Note evidencing such Reduced Principal Amount to the Trustee at the telecopier number or address of the Warrant Agent provided for notices to the Warrant Agent in the Pledge Agreement (or at such other telecopier or address as the Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Company Trustee shall cause instruct the beneficial interests Custodian to increase the principal amount of a Global Note held by the Custodian in an amount equal to the Regulation S Temporary Reduced Principal Amount by an endorsement made by the Custodian on such Global Note to reflect such increase. (c) In the event that a Note is transferred to the Collateral Agent pursuant to Section 5.3(a) of the Pledge Agreement (a "Subjected Note") in connection with the reestablishment of an Equity Unit as provided in Section 5.3 of the Pledge Agreement, such transfer shall be exchanged for beneficial interests evidenced by an endorsement by the Collateral Agent on the Definitive Note held by the Collateral Agent reflecting an increase in the Regulation S Permanent Global principal amount of such Definitive Note pursuant equal in amount (the "Increased Principal Amount") to Applicable Proceduresthe principal amount of such Subjected Note. The Company Collateral Agent shall deliver confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Definitive Note evidencing such Increased Principal Amount to the Trustee an Authentication Order for at the authentication telecopier number or address of the Regulation S Permanent Global Note, an executed Regulation S Permanent Global Note, an Officers’ Certificate, and an Opinion Warrant Agent provided for notices to the Warrant Agent in the Pledge Agreement (or at such other telecopier or address as the Trustee shall provide to the Collateral Agent). Upon receipt of Counsel. Simultaneously with the authentication of the Regulation S Permanent Global Notesuch confirmation, the Trustee will cancel shall instruct the Regulation S Temporary Custodian to decrease the principal amount of a Global NoteNote held by the Custodian in an amount equal to the Increased Principal Amount by an endorsement made by the Custodian on such Global Note to reflect such decrease.

Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled canceled in whole and not in part, each such Global Note shall be returned to or retained and cancelled canceled by the Trustee in accordance with Section 2.11 hereof2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the aggregate principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, the aggregate principal amount of such other Global Note shall be increased accordingly and an endorsement shall be made on the “Schedule of Exchanges of Interests” in such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. Promptly following . (i) General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the termination Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s request. (ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Distribution Compliance PeriodBase Indenture). (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the Company unredeemed portion of any Note being redeemed in part. (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall cause be the beneficial interests in valid obligations of the Regulation S Temporary Global Note to be exchanged for beneficial interests in Issuers, evidencing the Regulation S Permanent Global Note pursuant to Applicable Procedures. The Company shall deliver same debt, and entitled to the Trustee an Authentication Order same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (vi) Prior to due presentment for the authentication registration of the Regulation S Permanent Global Note, an executed Regulation S Permanent Global Note, an Officers’ Certificate, and an Opinion a transfer of Counsel. Simultaneously with the authentication of the Regulation S Permanent Global any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest (including Special Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. (vii) The Trustee will cancel shall authenticate Global Notes and Definitive Notes in accordance with the Regulation S Temporary provisions of Section 2.02. (viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law. (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.