Common use of Certificated Notes Clause in Contracts

Certificated Notes. Except as provided below, owners of beneficial interests in Global Notes shall not be entitled to receive Certificated Notes (as defined below). If required to do so pursuant to any applicable law or regulation, owners of a beneficial interest in the Notes may obtain Certificated Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with the Clearing Systems’ and the Registrar’s procedures. The Global Note shall be exchanged for one or more Notes in definitive, fully registered certificated form, without coupons (the “Certificated Notes”), if (i) the Company has been notified that the Clearing Systems (or any additional or alternative clearing system approved by the Company, the Guarantor, the Trustee the Registrar and the Paying Agent on behalf of which the Global Note may be held) has been closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so or (ii) an Event of Default in respect of the Notes has occurred and is continuing and the Registrar has received a request from the Clearing Systems. Upon surrender by a Clearing System of the Global Note, Certificated Notes shall be issued to each person that the Clearing System identifies as the beneficial owner of the Notes represented by the Global Note. Upon the issuance of Certificated Notes, the Registrar is required to register the Certificated Notes in the name of that person or persons, or their nominee, and cause the Certificated Notes to be delivered thereto. In connection with the exchange of a Certificated Note, or a portion thereof, for a beneficial interest in a Global Note, the Trustee shall cancel such Certificated Note, or portion thereof, and the Company shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder a new Certificated Note representing the principal amount not so transferred.

Certificated Notes. Except as provided below, owners of beneficial interests in (a) A Global Notes shall not be entitled to receive Certificated Notes (as defined below). If required to do so Note deposited with the Depository pursuant to any applicable law or regulation, owners Section 2.2 shall be transferred in the form of a Certificated Note to its beneficial interest in owners if the Notes may obtain Certificated Notes in exchange for their beneficial interests in a Global Note upon written request in accordance transfer complies with the Clearing Systems’ Section 2.6 and the Registrar’s procedures. The Global Note shall be exchanged for one or more Notes in definitive, fully registered certificated form, without coupons (the “Certificated Notes”), if either: (i) (A) the Company has been notified Depository notifies the Co-Issuers that the Clearing Systems (it is unwilling or any additional or alternative clearing system approved by the Company, the Guarantor, the Trustee the Registrar and the Paying Agent on behalf of which unable to continue as Depository for the Global Note may or (B) if at any time the Depository ceases to be held) has been closed for business for a continuous period of 14 Clearing Agency registered under the Exchange Act and, in each case, a successor depository is not appointed by the Co-Issuers within 90 days (other than by reason of holidays, statutory or otherwise) or has announced an intention permanently to cease business or does in fact do so or after the notice; or (ii) an Event of Default in respect of the Notes has occurred and is continuing and the Registrar request for such transfer has received a request from the Clearing Systems. Upon surrender been made by a Clearing System of the Global Note, Certificated Notes one or more beneficial owners thereof (and such transfer shall be issued made only to each person such requesting beneficial owners). (b) Any Global Note that the Clearing System identifies as the beneficial owner of the Notes represented by the Global Note. Upon the issuance of Certificated Notes, the Registrar is required to register the Certificated Notes transferable in the name of that person or persons, or their nominee, and cause the Certificated Notes to be delivered thereto. In connection with the exchange form of a Certificated NoteNote to its beneficial owners pursuant to this Section 2.11 shall be surrendered by the Depository to the office of the Trustee's agent located in the United States as specified in Section 7.2 (or any other office designated by the Trustee) to be so transferred, in whole or a portion thereoffrom time to time in part, for a beneficial interest in a Global Note, the Trustee shall cancel such Certificated Note, or portion thereofwithout charge, and the Company Applicable Issuers shall execute, execute and the Trustee shall authenticate and deliver, upon the transfer of each portion of the Global Note, an equal aggregate principal amount of definitive physical certificates (pursuant to the transferring Holder a new instructions of the Depository) in authorized denominations. Any Certificated Note representing delivered in exchange for an interest in a Global Note, as applicable, shall, except as otherwise provided by this Section 2.11, bear the principal amount not so transferredlegends in the applicable portion of Exhibit A hereto and shall be subject to the transfer restrictions referred to in the legends. (c) The Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes, as applicable. (d) Upon the occurrence of any of the events specified in Section 2.11(a), the Co-Issuers shall promptly make available to the Trustee a reasonable supply of Certificated Notes in definitive, fully registered form without interest coupons.