Common use of Certificated Notes Clause in Contracts

Certificated Notes. (a) Global Note deposited with the ------------------- Depositary or with the Trustee as Subordinated Note Custodian pursuant to Section 2.02 shall be transferred to the beneficial owners thereof in the form of Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.05 and (i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to act as a depositary for the Notes or the Depositary ceases to be a "clearing agency" registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice of cessation, (ii) the Company, at its option notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes under this Indenture, or (iii) upon the occurrence and continuation of an Event of Default. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.06 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.06 shall be executed, authenticated and delivered only in denominations of $1.00 of principal amount and any integral multiple thereof and registered in such names as the Depositary shall direct.

Certificated Notes. (a) The beneficial interests in a Global Note deposited with the ------------------- Depositary or with the Trustee as Subordinated Note Custodian pursuant to Section 2.02 shall be transferred to the beneficial owners thereof in the form of Certificated exchanged for certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, Note only if such transfer exchange complies with Section 2.05 2.6 and (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to act continue as a depositary Depository for the Notes such Global Note or the Depositary if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act, Act and a successor depositary depository is not appointed by the Company within 90 days of such notice of cessationnotice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, at in its option sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated certificated Notes under this Indenture, or (iii) upon the occurrence and continuation of an Event of Default. (b) Any Global Note that is transferable to the beneficial owners thereof interests of which are to be exchanged pursuant to this Section 2.06 2.7 shall be surrendered by the Depositary Depository to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, deliver an equal aggregate principal amount of Certificated certificated Notes of authorized denominationsdenominations and higher integral multiples of U.S.$1.00. Any portion of a Global Note transferred Certificated Notes delivered pursuant to this Section 2.06 2.7 shall be executed, authenticated and delivered only in denominations of $1.00 of principal amount and any integral multiple thereof and registered in such names as the Depositary Depository shall direct. Any certificated Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(f), bear the restricted securities legend set forth in Exhibit A hereto. (c) In the event of the occurrence of any of the events specified in Section 2.7(a), the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons.

Certificated Notes. (a) A Restricted Global Note deposited with the ------------------- Depositary Depository or with the Trustee as Subordinated Note Custodian custodian for the Depository pursuant to Section 2.02 2.1 shall be transferred to the beneficial owners thereof in the form of Certificated certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.05 2.3 and (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to act continue as a depositary Depository for the Notes such Restricted Global Note or the Depositary if at any time such Depository ceases to be a "clearing agency" registered under the Exchange ActAct and, and in either case, a successor depositary is not appointed by the Company within 90 days of such notice of cessationnotice, (ii) an Event of Default has occurred and is continuing and the Depository requests the Trustee or the Company that certificated Notes be issued or (iii) the Company, at in its option sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated certificated Notes under this Indenture, or (iii) upon the occurrence and continuation of an Event of Default. (b) Any Restricted Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.06 2.4 shall be surrendered by the Depositary Depository to the TrusteeTrustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Restricted Global Note, an equal aggregate principal amount of Certificated certificated Initial Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.06 shall be executed, authenticated and delivered only in denominations of $1.00 of principal amount and any integral multiple thereof and registered in such names as the Depositary shall direct.Any

Certificated Notes. (a) Any Global Note deposited with the ------------------- Depositary Depository or with the Trustee as Subordinated Note Securities Custodian pursuant to Section 2.02 2.1(b) shall be transferred to the beneficial owners thereof in the form of Certificated certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.05 and (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to act continue as a depositary depository for such Global Note or if at any time the Notes or the Depositary Depository ceases to be a "“clearing agency" ” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice of cessationnotice, or (ii) a Default or an Event of Default has occurred and is continuing under this Indenture or (iii) the Company, at in its option sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated certificated Notes under this Indenture, or (iii) upon the occurrence and continuation of an Event of Default. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.06 2.4 shall be surrendered by the Depositary Depository to the TrusteeTrustee located in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without chargecharge (although the Company may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith), and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated certificated Notes of authorized denominations. Any Certificated Notes issued in exchange for any portion of a Global Note Notes transferred pursuant to this Section 2.06 shall be executed, authenticated and delivered only in denominations of $1.00 2,000, and integral multiples of principal amount and any integral multiple $1,000, in excess thereof and registered in such names as the Depositary Depository shall direct. Any certificated Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(c), bear the restricted securities legend set forth in Appendix I to this Exhibit A. (c) The registered 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 that a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. No. CUSIP No.: ISIN: AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation, promises to pay to CEDE & CO., or registered assigns, the principal sum of $ ( ) on February 15, 2029. Interest Payment Dates: February 15 and August 15, commencing August 15, 2022. Record Dates: February 1 and August 1.

Certificated Notes. (a) Any Global Note deposited with the ------------------- Depositary Depository or with the Trustee as Subordinated Note Securities Custodian pursuant to Section 2.02 2.1(b) shall be transferred to the beneficial owners thereof in the form of Certificated certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.05 and (i) the Company Depository notifies the Trustee in writing Company that the Depositary it is no longer willing unwilling or able unable to act continue as a depositary depository for such Global Note or if at any time the Notes or the Depositary Depository ceases to be a "“clearing agency" ” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice of cessationnotice, or (ii) a Default or an Event of Default has occurred and is continuing under this Indenture or (iii) the Company, at in its option sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated certificated Notes under this Indenture, or (iii) upon the occurrence and continuation of an Event of Default. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.06 2.4 shall be surrendered by the Depositary Depository to the TrusteeTrustee located in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without chargecharge (although the Company may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith), and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated certificated Notes of authorized denominations. Any Certificated Notes issued in exchange for any portion of a Global Note Notes transferred pursuant to this Section 2.06 shall be executed, authenticated and delivered only in denominations of $1.00 2,000, and integral multiples of principal amount and any integral multiple $1,000, in excess thereof and registered in such names as the Depositary Depository shall direct. Any certificated Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.3(c), bear the restricted securities legend set forth in Appendix I to this Exhibit A. (c) The registered 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 that a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. THIS SECURITY HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS SECURITY THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE SECURITY, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE SECURITY AND (3) THE YIELD TO MATURITY OF THE SECURITY. HOLDERS SHOULD CONTACT THE ISSUER AT AMC ENTERTAINMENT HOLDINGS, INC., ONE AMC WAY, 00000 XXX XXXXXX, XXXXXXX, XX 00000, ATTENTION: GENERAL COUNSEL. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. No. CUSIP No.: ISIN: AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation, promises to pay to CEDE & CO., or registered assigns, the principal sum of $ ( ) on April 15, 2025. Interest Payment Dates: April 15 and October 15, commencing October 15, 2020. Record Dates: April 1 and October 1.

Certificated Notes. Except as provided in this subparagraph (a) Global Note deposited with c), ------------------ Notes will not be issued in definitive registered form. If at any time the ------------------- Depositary or with the Trustee as Subordinated Note Custodian pursuant to Section 2.02 shall be transferred to the beneficial owners thereof in the form of Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.05 and (i) notifies the Company notifies the Trustee in writing that the Depositary it is no longer willing unwilling or able unable to act continue as a depositary for the Global Notes or if at any time the Depositary ceases to be a "clearing agency" agency registered under the Exchange Act, and or otherwise ceases to be eligible to be a depositary, the Company shall appoint a successor depositary with respect to the Global Notes. If a successor depositary for the Global Notes is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notice of cessationineligibility, the Company shall execute Notes in definitive registered form without coupons (ii"Certificated Notes") the Company, at its option notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes under this Indenture, or (iii) upon the occurrence and continuation of an Event of Default. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.06 shall be surrendered by the Depositary to the Trustee, to be so transferredupon receipt thereof, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliverdeliver such Certificated Notes, upon such transfer in denominations of each portion of such Global NoteU.S.$1,000 and integral multiples thereof, in an aggregate principal amount equal to the aggregate principal amount of such Global Notes as of the exchange date. Upon the exchange of the Global Notes for Certificated Notes, the Trustee shall cancel such Global Notes. In addition, if there is an Event of Default under the Notes or the Indenture, the Depositary will, if the Trustee so requests, exchange the Global Notes for Certificated Notes, which will be distributed to its participants. In the event of authorized denominations. Any portion the occurrence of a Global Note transferred pursuant to either of the events specified in this Section 2.06 shall be executed2.01(c), authenticated and delivered only in denominations the Company will promptly make available to the Trustee a reasonable supply of $1.00 of principal amount and any integral multiple thereof and registered in such names as the Depositary shall directCertificated Notes.

Certificated Notes. (a) Global Note deposited with the ------------------- Depositary Depository or with the Trustee as Subordinated Note Custodian pursuant to Section 2.02 shall be transferred to the beneficial owners thereof in the form of Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.05 and (i) the Company notifies the Trustee in writing that the Depositary Depository is no longer willing or able to act as a depositary for the Notes or the Depositary ceases to be a "clearing agency" registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice of cessation, (ii) the Company, at its option notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes under this Indenture, or (iii) upon the occurrence and continuation of an Event of Default. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.06 shall be surrendered by the Depositary Depository to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.06 shall be executed, authenticated and delivered only in denominations of $1.00 of principal amount and any integral multiple thereof and registered in such names as the Depositary Depository shall direct.