Common use of Exchange and Registration of Transfer of Series A Notes; Restrictions on Transfers; Depositary Clause in Contracts

Exchange and Registration of Transfer of Series A Notes; Restrictions on Transfers; Depositary. Series A Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be initially issued in permanent global form (a “Global Note”), and if issued as one or more Global Notes, the Depository shall be The Depository Trust Company or such other depository that is a clearing agency registered under Section 17A of the Exchange Act as any officer of the Company may from time to time designate. On the date on which the Series A Notes registered in the name of the Purchase Contract Agent pursuant to SECTION 2.3 are issued, the Company shall also issue one or more Global Notes, registered in the name of the Depository or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the re-creation of Corporate Units or in any other case where the Collateral Agent releases Series A Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Series A Note on the Global Notes held by the Depository and on the Pledged Note held by the Collateral Agent. Except upon recreation of Corporate Units, Series A Notes represented by the Global Notes will be exchangeable for Series A Notes in certificated form only (x) if the Depository (A) has notified the Company that it is unwilling or unable to continue as depository for the Global Notes or (B) has ceased to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depository that is a clearing agency registered under Section 17A of the Exchange Act is not appointed by the Company within 90 days after such notice or cessation, or (y) upon the occurrence and during the continuance of Event of Default or any other event that after notice or lapse of time, would constitute an Event of Default with respect to the Series A Notes and any beneficial owner of a Global Note requests that its beneficial interest be exchanged for a Series A Note in certificated form; provided, subject to SECTION 2.3, that the Series A Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and shall be of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Series A Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this SECTION 2.4 shall be exchangeable for Series A Notes in certificated form registered in such names as the Depository shall direct. The third sentence of the last paragraph of Section 2.5 of the Base Indenture shall not apply with respect to the Series A Notes, and any reference in the Base Indenture to such provision shall, for purposes of the Series A Notes, be deemed to refer instead to the fourth sentence of this Section 2.4.

Exchange and Registration of Transfer of Series A Notes; Restrictions on Transfers; Depositary. Series A Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be initially issued in permanent global form (a “Global Note”), and if issued as one or more Global Notes, the Depository Depositary shall be The Depository Trust Company or such other depository that is a clearing agency registered under Section 17A of the Exchange Act as any officer of the Company may from time to time designate. On the date on which the Series A Notes registered in the name of the Purchase Contract Agent pursuant to SECTION Section 2.3 are issued, the Company shall also issue one or more Global Notes representing Series A Notes, registered in the name of the Depository Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the re-creation of Corporate Units or in any other case where the Collateral Agent releases Series A Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Series A Note on the Global Notes held by the Depository Depositary and on the Pledged Note held by the Collateral Agent. Except upon recreation of Corporate Units, Series A Notes represented by the Global Notes will be exchangeable for Series A Notes in certificated form only (x) if the Depository Depositary (A) has notified the Company that it is unwilling or unable to continue as depository for the Global Notes or (B) has ceased to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depository that is a clearing agency registered under Section 17A of the Exchange Act is not appointed by the Company within 90 days after such notice or cessation, or (y) upon the occurrence and during the continuance of Event of Default or any other event that after notice or lapse of time, would constitute an Event of Default with respect to the Series A Notes and any beneficial owner of a Global Note requests that its beneficial interest be exchanged for a Series A Note in certificated form; provided, subject to SECTION Section 2.3, that the Series A Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and shall be of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest interests in a Global Note will not be entitled to receive physical delivery of Series A Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this SECTION Section 2.4 shall be exchangeable for Series A Notes in certificated form registered in such names as the Depository Depositary shall direct. The third sentence of the last paragraph of Section 2.5 of the Base Indenture shall not apply with respect to the Series A Notes, and any reference in the Base Indenture to such provision shall, for purposes of the Series A Notes, be deemed to refer instead to the fourth sentence of this Section 2.4.

Exchange and Registration of Transfer of Series A Notes; Restrictions on Transfers; Depositary. Series A Notes corresponding that corresponded to Applicable Ownership Interests in Notes that but are no longer a component of the Corporate Units and are released from the Collateral Account will be initially issued in permanent global form (a “Global Note”), and if issued as one or more Global Notes, the Depository Depositary shall be The Depository Trust Company or such other depository that is a clearing agency registered under Section 17A of the Exchange Act as any officer of the Company may from time to time designate. On the date on which the Series A Notes registered in the name of the Purchase Contract Agent pursuant to SECTION 2.3 Section ‎2.3 are issued, the Company shall also issue one or more Global Notes representing Series A Notes, registered in the name of the Depository Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the re-creation of Corporate Units or in any other case where the Collateral Agent releases Series A Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation by the Collateral Agent shall be made on the Schedule of Increases or Decreases in Series A Note on the Global Notes held by the Depository Depositary and on the Pledged Note held by the Collateral Agent. Except upon recreation of Corporate Units, Series A Notes represented by the Global Notes will be exchangeable for Series A Notes in certificated form only (x) if the Depository Depositary (A) has notified the Company that it is unwilling or unable to continue as depository for the Global Notes or (B) has ceased to be a “clearing agency” registered under the Exchange Act when the Depositary is required to be so registered and the Company receives notice of such cessation and, in either case, a successor depository that is a clearing agency registered under Section 17A of the Exchange Act is not appointed by the Company within 90 days after such notice (or the Company becoming aware of such cessation), or (y) upon the occurrence and during the continuance of any Event of Default or any other event that that, after notice or lapse of time, would constitute an Event of Default with respect to the Series A Notes and any beneficial owner of a Global Note requests that its beneficial interest be exchanged for a Series A Note in certificated form; provided, subject to SECTION 2.3Section ‎2.3, that the Series A Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and shall be of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest interests in a Global Note will not be entitled to receive physical delivery of Series A Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Any Global Note that is exchangeable pursuant to clause (x) of the fourth sentence of this SECTION 2.4 Section ‎2.4 shall be exchangeable for Series A Notes in certificated form registered in such names as the Depository Depositary shall direct. The third sentence of the last paragraph of Section 2.5 of the Base Indenture shall not apply with respect to the Series A Notes, and any reference in the Base Indenture to such provision shall, for purposes of the Series A Notes, be deemed to refer instead to the fourth sentence of this Section 2.4‎2.4.