Common use of Increase and Decrease in Pledged Notes Clause in Contracts

Increase and Decrease in Pledged Notes. In the event that any Series A Notes underlying Pledged Applicable Ownership Interests in Notes with respect to any Corporate Units in global form are to be released from the Pledge following a Termination Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Series A Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to the Series Trustee at the telecopier number or address of the Series Trustee provided for notices to the Series Trustee Section 11.6 (or at such other telecopier or address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall increase the principal amount of a Global Note held by the Series Trustee in an amount equal to the Reduced Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such increase. In the event that a Series A Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the re-creation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to the Series Trustee at the telecopier number or address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 (or at such other telecopier or address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall decrease the principal amount of the Global Note held by the Series Trustee in an amount equal to the Increased Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such decrease.

Increase and Decrease in Pledged Notes. In the event that any Series A 2019A Notes underlying Pledged Applicable Ownership Interests in Notes with respect to any Corporate Units in global form are to be released from the Pledge following a Termination Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Series A 2019A Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to (i) the Series Trustee at the telecopier number facsimile number, email address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 105 of the Original Indenture (or at such other telecopier facsimile number, email address or other address as the Series Trustee shall provide to the Collateral Agent) and (ii) the Company at the facsimile number, email address or other address of the Company for notices to the Company on the signature page of the Purchase Contract and Pledge Agreement (or at such other facsimile number, email address or other address as the Company shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee Company shall increase deliver an instruction letter to the principal amount of a Global Collateral Agent to deliver the Pledged Note (which will be evidenced by the original definitive note held by the Series Collateral Agent) to the Trustee along with an instruction to coordinate the specified decrease in the Pledged Notes and the corresponding increase in the Global Security in an amount equal to the Reduced Principal Amount by in accordance with the procedures of the Depository, and the Trustee shall make an endorsement made by the Series Trustee on such Global Note Security to reflect such increase. The Trustee shall then promptly 39620862 return the Pledged Notes to the Collateral Agent. Unless the principal balance of the Pledged Notes is to be reduced to $0 in connection therewith, the Collateral Agent, before delivering the Pledged Note to the Trustee, shall take any such actions reasonably requested by the Company in writing to ensure that the perfection and priority of the Collateral Agent’s security interest in the Pledged Notes is not impaired in any way, including, without limitation, the filing of any UCC financing statement with respect to the Pledged Notes; provided that other than taking such reasonably requested action, the Collateral Agent shall not otherwise be responsible for perfecting, maintaining, monitoring, preserving or protecting the security interest or lien granted under the Purchase Contract and Pledge Agreement. In the event that a Series A 2019A Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the re-creation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to (i) the Series Trustee at the telecopier number facsimile number, email address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 105 of the Original Indenture (or at such other telecopier facsimile number, email address or other address as the Series Trustee shall provide to the Collateral Agent) and (ii) the Company at the facsimile number, email address or other address of the Company for notices to the Company on the signature page of the Purchase Contract and Pledge Agreement (or at such other facsimile number, email address or other address as the Company shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee Company shall decrease deliver an instruction letter to the principal amount of Collateral Agent to deliver the Global Pledged Note (which will be evidenced by the original definitive note held by the Series Collateral Agent) to the Trustee along with an instruction to coordinate the specified increase in the Pledged Notes and the corresponding decrease in the Global Security in an amount equal to the Increased Principal Amount by in accordance with the procedures of the Depository, and the Trustee shall make an endorsement made by the Series Trustee on such Global Note Security to reflect such decrease. The Trustee shall then promptly return the Pledged Notes to the Collateral Agent. The Collateral Agent, before delivering the Pledged Note to the Trustee, shall take any such actions reasonably requested by the Company in writing to ensure that the perfection and priority of the Collateral Agent’s security interest in the Pledged Notes is not impaired in any way, including, without limitation, the filing of any UCC financing statement with respect to the Pledged Notes; provided that other than taking such reasonably requested action, the Collateral Agent shall not otherwise be responsible for perfecting, maintaining, monitoring, preserving or protecting the security interest or lien granted under the Purchase Contract and Pledge Agreement.

Increase and Decrease in Pledged Notes. In the event that any Series A A-1 Notes underlying Pledged Applicable Ownership Interests in Notes with respect to any Corporate Units in global form are to be released from the Pledge following a Termination Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Series A A-1 Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to the Series Trustee at the telecopier number or address of the Series Trustee provided for notices to the Series Trustee Section in SECTION 11.6 (or at such other telecopier or address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall increase the principal amount of a Global Note held by the Series Trustee in an amount equal to the Reduced Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such increase. In the event that a Series A A-1 Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the re-creation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to the Series Trustee at the telecopier number or address of the Series Trustee provided for notices to the Series Trustee in Section SECTION 11.6 (or at such other telecopier or address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall decrease the principal amount of the Global Note held by the Series Trustee in an amount equal to the Increased Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such decrease.

Increase and Decrease in Pledged Notes. In the event that any Series A A-2 Notes underlying Pledged Applicable Ownership Interests in Notes with respect to any Corporate Units in global form are to be released from the Pledge following a Termination Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Series A A-2 Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to the Series Trustee at the telecopier number or address of the Series Trustee provided for notices to the Series Trustee Section in SECTION 11.6 (or at such other telecopier or address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall increase the principal amount of a Global Note held by the Series Trustee in an amount equal to the Reduced Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such increase. In the event that a Series A A-2 Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the re-creation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to the Series Trustee at the telecopier number or address of the Series Trustee provided for notices to the Series Trustee in Section SECTION 11.6 (or at such other telecopier or address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall decrease the principal amount of the Global Note held by the Series Trustee in an amount equal to the Increased Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such decrease.

Increase and Decrease in Pledged Notes. In the event that any Series A Notes underlying Pledged Applicable Ownership Interests in Notes with respect to any Corporate Units in global form are to be released from the Pledge following a Termination Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Series A Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to the Series Trustee at the telecopier number number, e-mail address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 (or at such other telecopier number, e-mail address or other address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall increase the principal amount of a Global Note held by the Series Trustee in an amount equal to the Reduced Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such increase. In the event that a Series A Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the re-creation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to the Series Trustee at the telecopier number number, e-mail address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 (or at such other telecopier number, e-mail address or other address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall decrease the principal amount of the Global Note held by the Series Trustee in an amount equal to the Increased Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such decrease.

Increase and Decrease in Pledged Notes. In the event that any Series A B Notes underlying Pledged Applicable Ownership Interests in Notes with respect to any Corporate Units in global form evidenced by a Global Certificate are to be released from the Pledge following a Termination Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Series A B Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to the Series Trustee at the telecopier number number, e-mail address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 ‎11.4 (or at such other telecopier number, e-mail address or other address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall increase the principal amount of a Global Note held by the Series Trustee in an amount equal to the Reduced Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such increase. In the event that a Series A B Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the re-creation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to the Series Trustee at the telecopier number number, e-mail address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 ‎11.4 (or at such other telecopier number, e-mail address or other address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall decrease the principal amount of the Global Note held by the Series Trustee in an amount equal to the Increased Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such decrease.

Increase and Decrease in Pledged Notes. In the event that any Series A Notes underlying Pledged Applicable Ownership Interests in Notes with respect to any Corporate Units in global form are to be released from the Pledge following a Termination Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Series A Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to the Series Trustee at the telecopier number number, e-mail address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 (or at such other telecopier number, e-mail address or other address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall increase the principal amount of a Global Note held by the Series Trustee in an amount equal to the Reduced Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such increase. In the event that a Series A Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the re-creation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to the Series Trustee at the telecopier number number, e-mail address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 (or at such other telecopier number, e-mail address or other address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall decrease the principal amount of the Global Note held by the Series Trustee in an amount equal to the Increased Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such decrease.

Increase and Decrease in Pledged Notes. In the event that any Series A Notes underlying Pledged Applicable Ownership Interests in Notes with respect to any Corporate Units in global form are to be released from the Pledge following a Termination Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Series A Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to the Series Trustee at the telecopier number number, e-mail address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 11.4 (or at such other telecopier number, e-mail address or other address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall increase the principal amount of a Global Note held by the Series Trustee in an amount equal to the Reduced Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such increase. In the event that a Series A Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the re-creation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to the Series Trustee at the telecopier number number, e-mail address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 11.4 (or at such other telecopier number, e-mail address or other address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall decrease the principal amount of the Global Note held by the Series Trustee in an amount equal to the Increased Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such decrease.

Increase and Decrease in Pledged Notes. In the event that any Series A Notes underlying Pledged Applicable Ownership Interests in Notes with respect to any Corporate Units in global form evidenced by a Global Certificate are to be released from the Pledge following a Termination Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Series A Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to the Series Trustee at the telecopier number number, e-mail address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 ‎11.4 (or at such other telecopier number, e-mail address or other address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall increase the principal amount of a Global Note held by the Series Trustee in an amount equal to the Reduced Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such increase. In the event that a Series A Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the re-creation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to the Series Trustee at the telecopier number number, e-mail address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 ‎11.4 (or at such other telecopier number, e-mail address or other address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall decrease the principal amount of the Global Note held by the Series Trustee in an amount equal to the Increased Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such decrease.

Increase and Decrease in Pledged Notes. In the event that any Series A Notes underlying Pledged Applicable Ownership Interests in Notes with respect to any Corporate Units in global form are to be released from the Pledge following a Termination Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Series A Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to the Series Trustee at the telecopier number number, e-mail address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 ‎11.6 (or at such other telecopier number, e-mail address or other address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall increase the principal amount of a Global Note held by the Series Trustee in an amount equal to the Reduced Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such increase. In the event that a Series A Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the re-creation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to the Series Trustee at the telecopier number number, e-mail address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 ‎11.6 (or at such other telecopier number, e-mail address or other address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall decrease the principal amount of the Global Note held by the Series Trustee in an amount equal to the Increased Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such decrease.

Increase and Decrease in Pledged Notes. In the event that any Series A 2019B Notes underlying Pledged Applicable Ownership Interests in Notes with respect to any Corporate Units in global form are to be released from the Pledge following a Termination Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Series A 2019B Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to (i) the Series Trustee at the telecopier number facsimile number, email address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 105 of the Original Indenture (or at such other telecopier facsimile number, email address or other address as the Series Trustee shall provide to the Collateral Agent) and (ii) the Company at the facsimile number, email address or other address of the Company for notices to the Company on the signature page of the Purchase Contract and Pledge Agreement (or at such other facsimile number, email address or other address as the Company shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee Company shall increase deliver an instruction letter to the principal amount of a Global Collateral Agent to deliver the Pledged Note (which will be evidenced by the original definitive note held by the Series Collateral Agent) to the Trustee along with an instruction to coordinate the specified decrease in the Pledged Notes and the corresponding increase in the Global Security in an amount equal to the Reduced Principal Amount by in accordance with the procedures of the Depository, and the Trustee shall make an endorsement made by the Series Trustee on such Global Note Security to reflect such increase. The Trustee shall then promptly 39741868 return the Pledged Notes to the Collateral Agent. Unless the principal balance of the Pledged Notes is to be reduced to $0 in connection therewith, the Collateral Agent, before delivering the Pledged Note to the Trustee, shall take any such actions reasonably requested by the Company in writing to ensure that the perfection and priority of the Collateral Agent’s security interest in the Pledged Notes is not impaired in any way, including, without limitation, the filing of any UCC financing statement with respect to the Pledged Notes; provided that other than taking such reasonably requested action, the Collateral Agent shall not otherwise be responsible for perfecting, maintaining, monitoring, preserving or protecting the security interest or lien granted under the Purchase Contract and Pledge Agreement. In the event that a Series A 2019B Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the re-creation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to (i) the Series Trustee at the telecopier number facsimile number, email address or other address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 105 of the Original Indenture (or at such other telecopier facsimile number, email address or other address as the Series Trustee shall provide to the Collateral Agent) and (ii) the Company at the facsimile number, email address or other address of the Company for notices to the Company on the signature page of the Purchase Contract and Pledge Agreement (or at such other facsimile number, email address or other address as the Company shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee Company shall decrease deliver an instruction letter to the principal amount of Collateral Agent to deliver the Global Pledged Note (which will be evidenced by the original definitive note held by the Series Collateral Agent) to the Trustee along with an instruction to coordinate the specified increase in the Pledged Notes and the corresponding decrease in the Global Security in an amount equal to the Increased Principal Amount by in accordance with the procedures of the Depository, and the Trustee shall make an endorsement made by the Series Trustee on such Global Note Security to reflect such decrease. The Trustee shall then promptly return the Pledged Notes to the Collateral Agent. The Collateral Agent, before delivering the Pledged Note to the Trustee, shall take any such actions reasonably requested by the Company in writing to ensure that the perfection and priority of the Collateral Agent’s security interest in the Pledged Notes is not impaired in any way, including, without limitation, the filing of any UCC financing statement with respect to the Pledged Notes; provided that other than taking such reasonably requested action, the Collateral Agent shall not otherwise be responsible for perfecting, maintaining, monitoring, preserving or protecting the security interest or lien granted under the Purchase Contract and Pledge Agreement.

Increase and Decrease in Pledged Notes. In the event that any Series A B Notes underlying Pledged Applicable Ownership Interests in Notes with respect to any Corporate Units in global form are to be released from the Pledge following a Termination Event, Collateral Substitution, Cash Settlement, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Series A B Note held by the Collateral Agent (the “Pledged Note”) reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to the Series Trustee at the telecopier number or address of the Series Trustee provided for notices to the Series Trustee Section 11.6 (or at such other telecopier or address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall increase the principal amount of a Global Note held by the Series Trustee in an amount equal to the Reduced Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such increase. In the event that a Series A B Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the re-creation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to the Series Trustee at the telecopier number or address of the Series Trustee provided for notices to the Series Trustee in Section 11.6 (or at such other telecopier or address as the Series Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Series Trustee shall decrease the principal amount of the Global Note held by the Series Trustee in an amount equal to the Increased Principal Amount by an endorsement made by the Series Trustee on such Global Note to reflect such decrease.