Common use of Global Note to Certificated Note Clause in Contracts

Global Note to Certificated Note. If an owner of a beneficial interest in a Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Global Note to a person who is required or permitted to take delivery thereof in the form of a Certificated Note, such owner may, subject to the Applicable Procedures, cause the exchange of such interest for one or more Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount at maturity. Upon receipt by the Trustee of (1) instructions from Euroclear or Cedel, if applicable, and the Depositary directing the Trustee, as Registrar, to authenticate and deliver one or more Certificated Notes of the same aggregate principal amount at maturity as the beneficial interest in the Global Note to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Certificated Notes to be so issued and appropriate delivery instructions, (2) a certificate in the form of Exhibit D attached hereto given by the owner of such beneficial interest and stating that 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 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 Certificated Notes having an aggregate principal amount of not less than $100,000 for its own account or 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 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 a transaction not subject to, 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 the beneficial interest in the Global Note that is being transferred, and concurrently with such reduction and debit the Company shall execute, and the Trustee shall 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 an owner 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 the Depositary or with the Trustee as custodian for the Depositary wishes 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 Person who is required or permitted wishes to take delivery thereof in the form of a corresponding Certificated Note, then such owner holder may, subject to the Applicable Proceduresimmediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, exchange or transfer, or cause the exchange of or transfer of, such interest for one 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 more transferred to a Person who wishes to take delivery in the form of a corresponding Certificated Notes of any authorized denomination or denominations and of Note during the same aggregate principal amount at maturityforty (40) calendar day period beginning on the Closing Date. Upon receipt by the Trustee 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 or CedelEuroclear, Clearstream and/or DTC, if applicablerequired, and the Depositary directing Registrar will approve the Trusteeinstructions at Euroclear, as RegistrarClearstream and/or DTC to reduce, or cause to authenticate and deliver one or more Certificated Notes of be reduced, the same Global Note by the aggregate principal amount at maturity as of the beneficial interest in the Global Note to be exchangedexchanged 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 instructions principal amounts being equal to contain the name or names aggregate principal amount of the designated transferee or transferees, the authorized denomination or denominations of the Certificated Notes to be so issued and appropriate delivery instructions, (2) a certificate in the form of Exhibit D attached hereto given by the owner of such beneficial interest and stating that the person transferring such interest in such Global Note reasonably believes that exchanged by such holder or transferred by the person acquiring the Certificated Notes for which such interest is being exchanged is an "accredited investor" (as defined in Rule 501(a)(1transferor), (2)and in Authorized Denominations. In addition, (3), (4) or (7) any transfer of Regulation D under a Subordinated Note will not be effective unless and until the Securities Act) and is acquiring such Certificated Notes having an aggregate principal amount of not less than $100,000 for its own account or 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 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 a transaction not subject to, 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 the beneficial interest in the Global Note that is being transferred, and concurrently with such reduction and debit the Company shall execute, Issuer and the Collateral Trustee shall authenticate and deliver, one or more Certificated Notes of the same aggregate principal amount at maturity in accordance with the instructions referred to abovehave received a fully executed Daisy Chain Letter.

Global Note to Certificated Note. If an owner of a beneficial interest in a Global Note deposited with the Depositary or with the Trustee as custodian Custodian for the Depositary wishes at any time to transfer its interest in such Global Note to a person who is required or permitted to take delivery thereof in the form of a Certificated Note, such owner may, subject to the Applicable ProceduresProcedures and this clause (iv) of Section 2.6(a), cause the exchange of such interest for one or more Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount at maturity. Upon receipt by the Trustee of (1) instructions from Euroclear or Cedel, if applicable, and the Depositary directing the Trustee, as Registrar, to authenticate and deliver one or more Certificated Notes of the same aggregate principal amount at maturity as the beneficial interest in the Global Note to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or 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 form of Exhibit D attached hereto given by the owner of such beneficial interest and stating as provided therein and to the effect that the person 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 is an institutional "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 Certificated Notes having an aggregate principal amount of not less than $100,000 for its own account or 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 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 compliance with such requirements) is being made pursuant to an exemption from, or in a transaction not subject to, 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 the beneficial interest in the Global Note that is being transferred, and concurrently with such reduction and debit the Company shall execute, and the Trustee shall 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 an owner of a beneficial interest in a Global Note deposited with the Depositary or with the Trustee as custodian Custodian for the Depositary wishes at any time to transfer its interest in such Global Note to a person who is required or permitted to take delivery thereof in the form of a Certificated Note, such owner may, subject to the Applicable Procedures, cause the exchange of such interest for one or more Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount at maturity. Upon receipt by the Trustee of (1) instructions from Euroclear or Cedel, if applicable, and the Depositary directing the Trustee, as Registrar, to authenticate and deliver one or more Certificated Notes of the same aggregate principal amount at maturity as the beneficial interest in the Global Note to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Certificated Notes to be so issued and appropriate delivery instructions, (2) a certificate in the form of Exhibit D attached --------- hereto given by the owner of such beneficial interest and stating that 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 is an institutional "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 Certificated Notes having an aggregate principal amount of not less than $100,000 for its own account or for one or more accounts as to which the transferee exercises sole investment discretion, if requested by the 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 a transaction not subject to, 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 the beneficial interest in the Global Note that is being transferred, and concurrently with such reduction and debit the Company shall execute, and the Trustee shall 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 an owner 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 the Depositary or with the Trustee as custodian for the Depositary wishes 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 Person who is required or permitted wishes to take delivery thereof in the form of a corresponding Certificated Note, then such owner holder may, subject to the Applicable Proceduresimmediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, exchange or transfer, or cause the exchange of or transfer of, such interest for one 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 more transferred to a Person who wishes to take delivery in the form of a corresponding Certificated Notes of any authorized denomination or denominations and of Note during the same aggregate principal amount at maturityforty (40) calendar day period beginning on the 2024 Closing Date. Upon receipt by the Trustee Registrar of (A) a certificate substantially in the form of Exhibit B-2, in the case of Secured Notes, 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 or CedelEuroclear, Clearstream and/or DTC, if applicablerequired, and the Depositary directing Registrar will approve the Trusteeinstructions at Euroclear, as RegistrarClearstream and/or DTC to reduce, or cause to authenticate and deliver one or more Certificated Notes of be reduced, the same Global Note by the aggregate principal amount at maturity as of the beneficial interest in the Global Note to be exchangedexchanged 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 instructions principal amounts being equal to contain the name or names aggregate principal amount of the designated transferee or transferees, the authorized denomination or denominations of the Certificated Notes to be so issued and appropriate delivery instructions, (2) a certificate in the form of Exhibit D attached hereto given by the owner of such beneficial interest and stating that the person transferring such interest in such Global Note reasonably believes that the person acquiring the Certificated Notes for which exchanged by such interest is being exchanged 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 Certificated Notes having an aggregate principal amount of not less than $100,000 for its own account or 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 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 a transaction not subject to, 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 the beneficial interest in the Global Note that is being transferred, and concurrently with such reduction and debit the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated Notes of the same aggregate principal amount at maturity in accordance with the instructions referred to above.holder

Global Note to Certificated Note. If an owner 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 the Depositary or with the Trustee as custodian for the Depositary wishes 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 Person who is required or permitted wishes to take delivery thereof in the form of a corresponding Certificated Note, then such owner holder may, subject to the Applicable Proceduresimmediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, exchange or transfer, or cause the exchange of or transfer of, such interest for one 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 more transferred to a Person who wishes to take delivery in the form of a corresponding Certificated Notes of any authorized denomination or denominations and of Note during the same aggregate principal amount at maturityforty (40) calendar day period beginning on the 2024 Closing Date. Upon receipt by the Trustee Registrar of (A) a certificate substantially in the form of Exhibit B-2, in the case of Secured Notes, 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 99 and (B) appropriate instructions from Euroclear or CedelEuroclear, Clearstream and/or DTC, if applicablerequired, and the Depositary directing Registrar will approve the Trusteeinstructions at Euroclear, as RegistrarClearstream and/or DTC to reduce, or cause to authenticate and deliver one or more Certificated Notes of be reduced, the same Global Note by the aggregate principal amount at maturity as of the beneficial interest in the Global Note to be exchangedexchanged 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 instructions principal amounts being equal to contain the name or names aggregate principal amount of the designated transferee or transferees, the authorized denomination or denominations of the Certificated Notes to be so issued and appropriate delivery instructions, (2) a certificate in the form of Exhibit D attached hereto given by the owner of such beneficial interest and stating that the person transferring such interest in such Global Note reasonably believes that exchanged by such holder or transferred by the person acquiring the Certificated Notes for which such interest is being exchanged is an "accredited investor" (as defined in Rule 501(a)(1transferor), (2)and in Authorized Denominations. In addition, (3), (4) or (7) any transfer of Regulation D under a Subordinated Note will not be effective unless and until the Securities Act) and is acquiring such Certificated Notes having an aggregate principal amount of not less than $100,000 for its own account or 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 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 a transaction not subject to, 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 the beneficial interest in the Global Note that is being transferred, and concurrently with such reduction and debit the Company shall execute, Issuer and the Collateral Trustee shall authenticate and deliver, one or more Certificated Notes of the same aggregate principal amount at maturity in accordance with the instructions referred to abovehave received a fully executed Daisy Chain Letter.