Common use of Global Senior Notes Clause in Contracts

Global Senior Notes. (a) Each Global Senior Note issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Senior Note or a nominee thereof and delivered to such Depositary or a nominee thereof or a custodian therefor, and each such Global Senior Note shall constitute a single Senior Note for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Senior Note may be exchanged in whole or in part for registered Senior Notes, and no transfer of a Global Senior Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Senior Note or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Senior Note, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above in this Section 3.4(b), the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Senior Note of the occurrence of such event and of the availability of Senior Notes to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Senior Notes and the registration in the Securities Register of such Senior Notes in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as Holders. Notwithstanding the foregoing, if an owner of a beneficial interest in a Global Senior Note wishes at any time to transfer an interest in such Global Senior Note to a Person other than a QIB, such transfer shall be effected, subject to the Applicable Depositary Procedures, in accordance with the provisions of this Section 3.4 and Section 3.5, and the transferee shall receive a Definitive Senior Note Certificate in connection with such transfer. A holder of a Definitive Senior Note Certificate that is a QIB may, upon request, and in accordance with the provisions of this Section 3.4 and Section 3.5, exchange such Definitive Senior Note Certificate for a beneficial interest in a Global Senior Note.

Global Senior Notes. Senior Notes corresponding to Applicable Ownership Interests in Senior Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued in permanent global form (a) Each a “Global Senior Note Note”), and if issued under this Indenture as one or more Global Senior Notes, the Depositary shall be The Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. On the date on which the Senior Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Senior Notes, registered in the name of the Depositary designated by or its nominee, each having a zero principal balance. Upon the Company for such Global Senior Note creation of Treasury Units, or a nominee thereof and delivered to such Depositary the recreation of Corporate Units or a nominee thereof or a custodian therefor, and each such Global Senior Note shall constitute a single Senior Note for all purposes of this Indenture. Notwithstanding in any other provision case where the Collateral Agent releases Senior Notes underlying the Pledged Applicable Ownership Interests in this Indenture, no Global Senior Note may be exchanged in whole or in part for registered Senior Notes, an appropriate annotation shall be made on the Schedule of Increases and no transfer of a Decreases in Senior Note on the Global Senior Note Notes held by the Depositary. Senior Notes represented by the Global Senior Notes will be exchangeable for Senior Notes in whole or in part may be registered, in the name of any Person other than certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such the Global Senior Note Notes or a nominee thereof unless (i) such Depositary advises if at any time the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Senior Note, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act Act, and no successor is appointed by the Company has not appointed a successor Depositary within ninety (90) 90 days after obtaining knowledge of that notice or of its becoming aware of such eventcessation, (iiiy) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) if an Event of Default shall have with respect to the Senior Notes has occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) is continuing or (ivz) upon recreation of Corporate Units; provided that the Senior Notes in certificated form so issued in exchange for the Global Senior Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above in this Section 3.4(b), that amount and be of like aggregate principal amount and tenor as the Trustee shall notify portion of the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Senior Note of the occurrence of such event and of the availability of Senior Notes to such be exchanged. Except as provided above, owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Senior Notes and the registration in the Securities Register of such Senior Notes in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as Holders. Notwithstanding the foregoing, if an owner of a beneficial interest in a Global Senior Note wishes at will not be entitled to receive physical delivery of Senior Notes in certificated form and will not be considered the Holders thereof for any time to transfer an interest in purpose under the Indenture. Unless and until such Global Senior Note is exchanged for Senior Notes in certificated form, Global Senior Notes may be transferred, in whole but not in part, and any payments on the Senior Notes shall be made, only to the Depositary or a nominee of the Depositary, or to a Person other than successor Depositary selected or approved by the Company or to a QIB, nominee of such transfer shall be effected, subject successor Depositary. Any Global Senior Note that is exchangeable pursuant to clause (x) of the Applicable Depositary Procedures, in accordance with the provisions fourth sentence of this Section 3.4 and Section 3.5, and 2.04 shall be exchangeable for Senior Notes in certificated form registered in such names as the transferee Depositary shall receive a Definitive Senior Note Certificate in connection with such transfer. A holder of a Definitive Senior Note Certificate that is a QIB may, upon request, and in accordance with the provisions of this Section 3.4 and Section 3.5, exchange such Definitive Senior Note Certificate for a beneficial interest in a Global Senior Notedirect.

Global Senior Notes. (a) Each Global Senior Note issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Senior Note or a nominee thereof and delivered to such Depositary or a nominee thereof or a custodian therefor, and each such Global Senior Note shall constitute a single Senior Note for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Senior Note may be exchanged in whole or in part for registered Senior Notes, and no transfer of a Global Senior Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Senior Note or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Senior Note, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above in this Section 3.4(b)above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Senior Note of the occurrence of such event and of the availability of Senior Notes to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Senior Notes and the registration in the Securities Register of such Senior Notes in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as Holders. Notwithstanding the foregoing, if an owner of a beneficial interest in a Global Senior Note wishes at any time to transfer an interest in such Global Senior Note to a Person other than a QIB, such transfer shall be effected, subject to the Applicable Depositary Procedures, in accordance with the provisions of this Section 3.4 and Section 3.5, and the transferee shall receive a Definitive Senior Note Certificate in connection with such transfer. A holder of a Definitive Senior Note Certificate that is a QIB may, upon request, and in accordance with the provisions of this Section 3.4 and Section 3.5, exchange such Definitive Senior Note Certificate for a beneficial interest in a Global Senior Note.

Global Senior Notes. The Senior Notes offered and sold to (ai) Each QIBs in reliance on Rule 144A shall be issued initially in the form of U.S. Global Senior Note issued under this Indenture Notes (the "U.S. Global Senior Notes") which shall be deposited on behalf of the purchasers of the Senior Notes represented thereby with the Senior Note Custodian, and registered in the name of the Depositary designated Depository or a nominee of the Depository, duly executed by the Company for such and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Senior Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. The Senior Notes being offered and sold in offshore transactions in reliance on Regulation S, if any, initially will be in the form of one or more registered, global book-entry notes without interest coupons (the "Reg S Global Senior Notes"). The Reg S Global Senior Notes will be deposited with the Trustee, as custodian for DTC, in New York, New York, and registered in the name of a nominee thereof of DTC for credit to the accounts of Indirect Participants at Euroclear and delivered to such Depositary or a nominee thereof or a custodian thereforCedel. During the 40-day period commencing on the day after the later of the offering date and the original Issue Date of the Senior Notes (the "Distribution Compliance Period"), and each such Global Senior Note shall constitute a single Senior Note for all purposes of this Indenture. Notwithstanding any other provision beneficial interests in this Indenture, no the Reg S Global Senior Note may be exchanged held only through the DTC participants for Euroclear or CEDEL, and, pursuant to DTC's procedures, Indirect Participants that hold a beneficial interest in whole or the Reg S Global Senior Note will not be able to transfer such interest to a person that takes delivery thereof in part for registered the form of an interest in the U.S. Global Senior Notes. After the Distribution Compliance Period expires and upon receipt by the Trustee of an Officer's Certificate from the Company stating that such expiration has occurred, (i) beneficial interests in the Reg S Global Senior Notes may be transferred to a person that takes delivery in the form of an interest in the U.S. Global Senior Notes and (ii) beneficial interests in the U.S. Global 21 21 Senior Notes may be transferred to a person that takes delivery in the form of an interest in the Reg S Global Senior Notes, provided, in each case, that the certification requirements described below are complied with. The aggregate principal amount of the Reg S Global Senior Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and no transfer the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Senior Note shall represent such of the outstanding Senior Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Senior Notes from time to time endorsed thereon and that the aggregate amount of outstanding Senior Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Senior Note in whole to reflect the amount of any increase or in part may be registered, decrease in the name amount of any Person other than outstanding Senior Notes represented thereby shall be made by the Depositary for such Global Trustee or the Senior Note or a nominee thereof unless (i) such Depositary advises Custodian, at the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Senior Note, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above in this Section 3.4(b), the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Senior Note direction of the occurrence of such event and of the availability of Senior Notes to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Senior Notes and the registration in the Securities Register of such Senior Notes in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as Holders. Notwithstanding the foregoing, if an owner of a beneficial interest in a Global Senior Note wishes at any time to transfer an interest in such Global Senior Note to a Person other than a QIB, such transfer shall be effected, subject to the Applicable Depositary ProceduresTrustee, in accordance with instructions given by the provisions of this Holder thereof as required by Section 3.4 and Section 3.5, and the transferee shall receive a Definitive Senior Note Certificate in connection with such transfer. A holder of a Definitive Senior Note Certificate that is a QIB may, upon request, and in accordance with the provisions of this Section 3.4 and Section 3.5, exchange such Definitive Senior Note Certificate for a beneficial interest in a Global Senior Note2.6 hereof.

Global Senior Notes. Senior Notes will be issued in permanent global form (a) Each a “Global Senior Note issued under this Indenture shall be Note”), registered in the name of the Depositary designated Depository or its nominee, in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof, and the Depository shall be The Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. Senior Notes represented by the Company for such Global Senior Note Notes will be exchangeable for Senior Notes in certificated form only (y) if the Depository notifies the Company that it is unwilling or a nominee thereof and delivered unable to such Depositary or a nominee thereof or a custodian therefor, and each such continue as Depository for the Global Senior Note shall constitute a single Senior Note for all purposes of this Indenture. Notwithstanding Notes or if at any other provision in this Indenture, no Global Senior Note may be exchanged in whole or in part for registered Senior Notes, and no transfer of a Global Senior Note in whole or in part may be registered, in time the name of any Person other than the Depositary for such Global Senior Note or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Senior Note, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary Depository ceases to be a clearing agency registered under the Exchange Act Act, and no successor is appointed by the Company has not appointed a successor Depository within ninety (90) 90 days after obtaining knowledge of that notice or of its becoming aware of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary cessation or (ivz) if an Event of Default shall have with respect to the Senior Notes has occurred and is continuing; provided that the Senior Notes in certificated form so issued in exchange for the Global Senior Notes shall be continuing. Upon in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the occurrence portion of any event specified in clause (i), (ii), (iii) or (iv) above in this Section 3.4(b), the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Senior Note of the occurrence of such event and of the availability of Senior Notes to such be exchanged. Except as provided above, owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Senior Notes and the registration in the Securities Register of such Senior Notes in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as Holders. Notwithstanding the foregoing, if an owner of a beneficial interest in a Global Senior Note wishes at will not be entitled to receive physical delivery of Senior Notes in certificated form and will not be considered the Holders thereof for any time to transfer an interest in purpose under the Indenture. Unless and until such Global Senior Note is exchanged for Senior Notes in certificated form, Global Senior Notes may be transferred, in whole but not in part, and any payments on the Senior Notes shall be made, only to the Depository or a nominee of the Depository, or to a Person other than successor Depository selected or approved by the Company or to a QIB, nominee of such transfer shall be effected, subject successor Depository. Any Global Senior Note that is exchangeable pursuant to clause (y) of the Applicable Depositary Procedures, in accordance with the provisions second sentence of this Section 3.4 and Section 3.5, and 2.04 shall be exchangeable for Senior Notes in certificated form registered in such names as the transferee Depository shall receive a Definitive Senior Note Certificate in connection with such transfer. A holder of a Definitive Senior Note Certificate that is a QIB may, upon request, and in accordance with the provisions of this Section 3.4 and Section 3.5, exchange such Definitive Senior Note Certificate for a beneficial interest in a Global Senior Notedirect.