Common use of Global Note to Certificated Note Clause in Contracts

Global Note to Certificated Note. If either (x) the Applicable Issuers agree and a holder of a beneficial interest in a Global Note desires, or (y) if pursuant to Section 2.10(a) (DTC Ceases to be Depository), a holder of a beneficial interest in a Global Note deposited with DTC is entitled at any time to exchange its interest in such Global Note for a Certificated Note or to transfer its interest in such Global Note to a Person who wishes to take delivery thereof in the form of a corresponding Certificated Note, then such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, exchange or transfer, or cause the exchange or transfer of, such interest for a corresponding Certificated Note; provided that a beneficial interest in a Regulation S Global Secured Note shall not be exchanged for a Certificated Note or transferred to a Person who wishes to take delivery in the form of a corresponding Certificated Note during the forty (40) calendar day period beginning on the Closing Date. Upon receipt by the Registrar of (A) a certificate substantially in the form of Exhibit B‑2, in the case of Secured Note, or Exhibit B‑4, in the case of Subordinated Notes, and, in the case of ERISA Restricted Notes only, Exhibit B‑5 attached hereto executed by the holder or transferee, as applicable, including in the case of a transfer that the transferee is either (1) a Qualified Purchaser and a Qualified Institutional Buyer (or, with the written consent of the Issuer, an Institutional Accredited Investor) that is obtaining such beneficial interest in a transaction exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction or (2) solely in the case of a Secured Note or a Subordinated Note, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction and (B) appropriate instructions from Euroclear, Clearstream and/or DTC, if required, the Registrar will approve the instructions at Euroclear, Clearstream and/or DTC to reduce, or cause to be reduced, the Global Note by the aggregate principal amount of the beneficial interest in the Global Note to be exchanged or transferred, record the exchange or transfer in the Register in accordance with Section 2.5(a) (Registration, Registration of Transfer and Exchange) and upon execution by the Issuer and authentication and delivery by the Collateral Trustee one or more corresponding Certificated Notes registered in the names specified in the instructions described in clause (B) above in principal amounts designated by the holder or the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in such Global Note exchanged by such holder or transferred by the transferor), and in Authorized Denominations. In addition, any transfer of a Subordinated Note will not be effective unless and until the Issuer and the Collateral Trustee have received a fully executed Daisy Chain Letter.

Global Note to Certificated Note. If either (x) the Applicable Issuers agree and a holder of a beneficial interest in a Global Note desires, or (y) if pursuant to Section 2.10(a) (DTC Ceases to be Depository), a holder of a beneficial interest in a Global Note deposited with DTC is entitled at any time to exchange its interest in such Global Note for a Certificated Note or to transfer its interest in such Global Note to a Person who wishes to take delivery thereof in the form of a corresponding Certificated Note, then such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, exchange or transfer, or cause the exchange or transfer of, such interest for a corresponding Certificated Note; provided that a beneficial interest in a Regulation S Global Secured Note shall not be exchanged for a Certificated Note or transferred to a Person who wishes to take delivery in the form of a corresponding Certificated Note during the forty (40) calendar day period beginning on the 2024 Closing Date. Upon receipt by the Registrar of (A) a certificate substantially in the form of Exhibit B‑2B-2, in the case of Secured NoteNotes, or Exhibit B‑4B-4, in the case of Subordinated Notes, and, in the case of ERISA Restricted Notes only, Exhibit B‑5 B-5 attached hereto executed by the holder or transferee, as applicable, including in the case of a transfer that the transferee is either (1) a Qualified Purchaser and a Qualified Institutional Buyer (or, with the written consent of the Issuer, an Institutional Accredited Investor) that is obtaining such beneficial interest in a transaction exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction or (2) solely in the case of a Secured Note or a Subordinated Note, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction 99 and (B) appropriate instructions from Euroclear, Clearstream and/or DTC, if required, the Registrar will approve the instructions at Euroclear, Clearstream and/or DTC to reduce, or cause to be reduced, the Global Note by the aggregate principal amount of the beneficial interest in the Global Note to be exchanged or transferred, record the exchange or transfer in the Register in accordance with Section 2.5(a) (Registration, Registration of Transfer and Exchange) and upon execution by the Issuer and authentication and delivery by the Collateral Trustee one or more corresponding Certificated Notes registered in the names specified in the instructions described in clause (B) above in principal amounts designated by the holder or the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in such Global Note exchanged by such holder or transferred by the transferor), and in Authorized Denominations. In addition, any transfer of a Subordinated Note will not be effective unless and until the Issuer and the Collateral Trustee have received a fully executed Daisy Chain Letter.

Global Note to Certificated Note. If either (x) the Applicable Issuers agree and a holder of a beneficial interest in a Global Note desires, or (y) if pursuant to Section 2.10(a) (DTC Ceases to be Depository), a holder an owner of a beneficial interest in a Global Note deposited with DTC is entitled the Depositary or with the Trustee as Custodian for the Depositary wishes at any time to exchange its interest in such Global Note for a Certificated Note or to transfer its interest in such Global Note to a Person person who wishes is to take delivery thereof in the form of a corresponding Certificated Note, then such holder owner may, subject to the immediately succeeding sentence Applicable Procedures and the rules and procedures this clause (iv) of EuroclearSection 2.6(a), Clearstream and/or DTC, exchange or transfer, or cause the exchange or transfer of, of such interest for a corresponding one or more Certificated Note; provided that a beneficial interest in a Regulation S Global Secured Note shall not be exchanged for a Certificated Note Notes of any authorized denomination or transferred to a Person who wishes to take delivery in denominations and of the form of a corresponding Certificated Note during the forty (40) calendar day period beginning on the Closing Datesame aggregate principal amount at maturity. Upon receipt by the Registrar Trustee of (A) a certificate substantially in the form of Exhibit B‑2, in the case of Secured Note, or Exhibit B‑4, in the case of Subordinated Notes, and, in the case of ERISA Restricted Notes only, Exhibit B‑5 attached hereto executed by the holder or transferee, as applicable, including in the case of a transfer that the transferee is either (1) a Qualified Purchaser instructions from Euroclear or Cedel, if applicable, and a Qualified Institutional Buyer (orthe Depositary directing the Trustee, with the written consent as Registrar, to authenticate and deliver one or more Certificated Notes of the Issuer, an Institutional Accredited Investor) that is obtaining such beneficial interest in a transaction exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction or (2) solely in the case of a Secured Note or a Subordinated Note, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction and (B) appropriate instructions from Euroclear, Clearstream and/or DTC, if required, the Registrar will approve the instructions at Euroclear, Clearstream and/or DTC to reduce, or cause to be reduced, the Global Note by the same aggregate principal amount of at maturity as the beneficial interest in the Global Note to be exchanged exchanged, such instructions to contain the name or transferrednames of the designated transferee or transferees, record the exchange authorized denomination or transfer denominations of the Certificated Notes to be so issued and appropriate delivery instructions, (2) if the Certificated Notes evidencing such beneficial interest are required to bear the Restricted Securities Legend, a certificate in the Register in accordance with Section 2.5(a) (Registration, Registration form of Transfer and Exchange) and upon execution Exhibit D attached hereto given by the Issuer and authentication and delivery by the Collateral Trustee one or more corresponding Certificated Notes registered in the names specified in the instructions described in clause (B) above in principal amounts designated by the holder or the transferee (the aggregate owner of such principal amounts being equal beneficial interest and stating as provided therein and to the aggregate principal amount of the effect that such owner transferring such interest in such Global Note reasonably believes that the person acquiring the Certificated Notes for which such interest is being exchanged by is an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and is acquiring such holder Certificated Notes having an aggregate principal amount of not less than $100,000 for its own account or transferred for one or more accounts as to which the transferee exercises sole investment discretion, (3) if the Certificated Notes evidencing such beneficial interest are required to bear the Restricted Securities Legend, a certificate in the form of Exhibit E attached hereto given by the transferor)person acquiring the Certificated Notes for which such interest is being exchanged, to the effect set forth therein, and (4) such other certifications, legal opinions or other information as the Company or the Trustee may reasonably require to confirm that such transfer (unless made in Authorized Denominations. In additioncompliance with such requirements) is being made pursuant to an exemption from, any or in a transaction not subject to, the registration requirements of the Securities Act, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced such Global Note by the aggregate principal amount at maturity of the beneficial interest therein to be exchanged and to debit or cause to be debited from the account of the person making such transfer of a Subordinated the beneficial interest in the Global Note will not be effective unless that is being transferred, and until concurrently with such reduction and debit the Issuer Company shall execute, and the Collateral Trustee have received a fully executed Daisy Chain Lettershall authenticate and deliver, one or more Certificated Notes of the same aggregate principal amount at maturity in accordance with the instructions referred to above.

Global Note to Certificated Note. If either (x) the Applicable Issuers agree and a holder of a beneficial interest in a Global Note desires, or (y) if pursuant to Section 2.10(a) (DTC Ceases to be Depository), a holder an owner of a beneficial interest in a Global Note deposited with DTC is entitled the Depositary or with the Trustee as custodian for the Depositary wishes at any time to exchange its interest in such Global Note for a Certificated Note or to transfer its interest in such Global Note to a Person person who wishes is required or permitted to take delivery thereof in the form of a corresponding Certificated Note, then such holder owner may, subject to the immediately succeeding sentence and the rules and procedures of EuroclearApplicable Procedures, Clearstream and/or DTC, exchange or transfer, or cause the exchange or transfer of, of such interest for a corresponding one or more Certificated Note; provided that a beneficial interest in a Regulation S Global Secured Note shall not be exchanged for a Certificated Note Notes of any authorized denomination or transferred to a Person who wishes to take delivery in denominations and of the form of a corresponding Certificated Note during the forty (40) calendar day period beginning on the Closing Datesame aggregate principal amount at maturity. Upon receipt by the Registrar Trustee of (A) a certificate substantially in the form of Exhibit B‑2, in the case of Secured Note, or Exhibit B‑4, in the case of Subordinated Notes, and, in the case of ERISA Restricted Notes only, Exhibit B‑5 attached hereto executed by the holder or transferee, as applicable, including in the case of a transfer that the transferee is either (1) a Qualified Purchaser instructions from Euroclear or Cedel, if applicable, and a Qualified Institutional Buyer (orthe Depositary directing the Trustee, with the written consent as Registrar, to authenticate and deliver one or more Certificated Notes of the Issuer, an Institutional Accredited Investor) that is obtaining such beneficial interest in a transaction exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction or (2) solely in the case of a Secured Note or a Subordinated Note, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction and (B) appropriate instructions from Euroclear, Clearstream and/or DTC, if required, the Registrar will approve the instructions at Euroclear, Clearstream and/or DTC to reduce, or cause to be reduced, the Global Note by the same aggregate principal amount of at maturity as the beneficial interest in the Global Note to be exchanged exchanged, such instructions to contain the name or transferrednames of the designated transferee or transferees, record the exchange authorized denomination or transfer denominations of the Certificated Notes to be so issued and appropriate delivery instructions, (2) a certificate in the Register in accordance with Section 2.5(a) (Registration, Registration form of Transfer and Exchange) and upon execution Exhibit D attached hereto given by the Issuer and authentication and delivery by the Collateral Trustee one or more corresponding Certificated Notes registered in the names specified in the instructions described in clause (B) above in principal amounts designated by the holder or the transferee (the aggregate owner of such principal amounts being equal to beneficial interest and stating that the aggregate principal amount of the person transferring such interest in such Global Note reasonably believes that the person acquiring the Certificated Notes for which such interest is being exchanged by is an "accredited investor" (as defined in Rule 501(a)(1), (2), (3), (4) or (7) of Regulation D under the Securities Act) and is acquiring such holder Certificated Notes having an aggregate principal amount of not less than $100,000 for its own account or transferred for one or more accounts as to which the transferee exercises sole investment discretion, (3) a certificate in the form of Exhibit E attached hereto given by the transferor)person acquiring the Certificated Notes for which such interest is being exchanged, to the effect set forth therein, and (4) such other certifications, legal opinions or other information as the Company or the Trustee may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in Authorized Denominations. In additiona transaction not subject to, any the registration requirements of the Securities Act, then Euroclear or Cedel, if applicable, or the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced such Global Note by the aggregate principal amount at maturity of the beneficial interest therein to be exchanged and to debit or cause to be debited from the account of the person making such transfer of a Subordinated the beneficial interest in the Global Note will not be effective unless that is being transferred, and until concurrently with such reduction and debit the Issuer Company shall execute, and the Collateral Trustee have received a fully executed Daisy Chain Lettershall authenticate and deliver, one or more Certificated Notes of the same aggregate principal amount at maturity in accordance with the instructions referred to above.

Global Note to Certificated Note. If either (x) the Applicable Issuers agree and a holder of a beneficial interest in a Global Note desires, or (y) if pursuant to Section 2.10(a) (DTC Ceases to be Depository), a holder of a beneficial interest in a Global Note deposited with DTC is entitled at any time to exchange its interest in such Global Note for a Certificated Note or to transfer its interest in such Global Note to a Person who wishes to take delivery thereof in the form of a corresponding Certificated Note, then such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, exchange or transfer, or cause the exchange or transfer of, such interest for a corresponding Certificated Note; provided that a beneficial interest in a Regulation S Global Secured Note shall not be exchanged for a Certificated Note or transferred to a Person who wishes to take delivery in the form of a corresponding Certificated Note during the forty (40) calendar day period beginning on the 2024 Closing Date. Upon receipt by the Registrar of (A) a certificate substantially in the form of Exhibit B‑2B-2, in the case of Secured NoteNotes, or Exhibit B‑4B-4, in the case of Subordinated Notes, and, in the case of ERISA Restricted Notes only, Exhibit B‑5 B-5 attached hereto executed by the holder or transferee, as applicable, including in the case of a transfer that the transferee is either (1) a Qualified Purchaser and a Qualified Institutional Buyer (or, with the written consent of the Issuer, an Institutional Accredited Investor) that is obtaining such beneficial interest in a transaction exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction or (2) solely in the case of a Secured Note or a Subordinated Note, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction and (B) appropriate instructions from Euroclear, Clearstream and/or DTC, if required, the Registrar will approve the instructions at Euroclear, Clearstream and/or DTC to reduce, or cause to be reduced, the Global Note by the aggregate principal amount of the beneficial interest in the Global Note to be exchanged or transferred, record the exchange or transfer in the Register in accordance with Section 2.5(a) (Registration, Registration of Transfer and Exchange) and upon execution by the Issuer and authentication and delivery by the Collateral Trustee one or more corresponding Certificated Notes registered in the names specified in the instructions described in clause (B) above in principal amounts designated by the holder or the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in such Global Note exchanged by such holder or transferred by the transferor), and in Authorized Denominations. In addition, any transfer of a Subordinated Note will not be effective unless and until the Issuer and the Collateral Trustee have received a fully executed Daisy Chain Letter.holder

Global Note to Certificated Note. If either (x) the Applicable Issuers agree and a holder of a beneficial interest in a Global Note desires, or (y) if pursuant to Section 2.10(a) (DTC Ceases to be Depository), a holder an owner of a beneficial interest in a Global Note deposited with DTC is entitled the Depositary or with the Trustee as Custodian for the Depositary wishes at any time to exchange its interest in such Global Note for a Certificated Note or to transfer its interest in such Global Note to a Person person who wishes is required or permitted to take delivery thereof in the form of a corresponding Certificated Note, then such holder owner may, subject to the immediately succeeding sentence and the rules and procedures of EuroclearApplicable Procedures, Clearstream and/or DTC, exchange or transfer, or cause the exchange or transfer of, of such interest for a corresponding one or more Certificated Note; provided that a beneficial interest in a Regulation S Global Secured Note shall not be exchanged for a Certificated Note Notes of any authorized denomination or transferred to a Person who wishes to take delivery in denominations and of the form of a corresponding Certificated Note during the forty (40) calendar day period beginning on the Closing Datesame aggregate principal amount at maturity. Upon receipt by the Registrar Trustee of (A) a certificate substantially in the form of Exhibit B‑2, in the case of Secured Note, or Exhibit B‑4, in the case of Subordinated Notes, and, in the case of ERISA Restricted Notes only, Exhibit B‑5 attached hereto executed by the holder or transferee, as applicable, including in the case of a transfer that the transferee is either (1) a Qualified Purchaser instructions from Euroclear or Cedel, if applicable, and a Qualified Institutional Buyer (orthe Depositary directing the Trustee, with the written consent as Registrar, to authenticate and deliver one or more Certificated Notes of the Issuer, an Institutional Accredited Investor) that is obtaining such beneficial interest in a transaction exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction or (2) solely in the case of a Secured Note or a Subordinated Note, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction and (B) appropriate instructions from Euroclear, Clearstream and/or DTC, if required, the Registrar will approve the instructions at Euroclear, Clearstream and/or DTC to reduce, or cause to be reduced, the Global Note by the same aggregate principal amount of at maturity as the beneficial interest in the Global Note to be exchanged exchanged, such instructions to contain the name or transferrednames of the designated transferee or transferees, record the exchange authorized denomination or transfer denominations of the Certificated Notes to be so issued and appropriate delivery instructions, (2) a certificate in the Register in accordance with Section 2.5(a) (Registration, Registration form of Transfer and Exchange) and upon execution Exhibit D attached --------- hereto given by the Issuer and authentication and delivery by the Collateral Trustee one or more corresponding Certificated Notes registered in the names specified in the instructions described in clause (B) above in principal amounts designated by the holder or the transferee (the aggregate owner of such principal amounts being equal to beneficial interest and stating that the aggregate principal amount of the person transferring such interest in such Global Note reasonably believes that the person acquiring the Certificated Notes for which such interest is being exchanged by is an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and is acquiring such holder Certificated Notes having an aggregate principal amount of not less than $100,000 for its own account or transferred for one or more accounts as to which the transferee exercises sole investment discretion, if requested by the transferor)Trustee, (3) a certificate in the form of Exhibit E attached hereto given --------- by the person acquiring the Certificated Notes for which such interest is being exchanged, to the effect set forth therein, if requested by the Trustee, and (4) such other certifications, legal opinions or other information as the Company or the Trustee may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in Authorized Denominations. In additiona transaction not subject to, any the registration requirements of the Securities Act, then Euroclear or Cedel, if applicable, or the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced such Global Note by the aggregate principal amount at maturity of the beneficial interest therein to be exchanged and to debit or cause to be debited from the account of the person making such transfer of a Subordinated the beneficial interest in the Global Note will not be effective unless that is being transferred, and until concurrently with such reduction and debit the Issuer Company shall execute, and the Collateral Trustee have received a fully executed Daisy Chain Lettershall authenticate and deliver, one or more Certificated Notes of the same aggregate principal amount at maturity in accordance with the instructions referred to above.