Common use of Procedures in the Event of an Exchange Offer Clause in Contracts

Procedures in the Event of an Exchange Offer. Upon receipt by the Book-Entry Depositary or the Note Custodian as holder of the Global Notes for on behalf of the Book-Entry Depositary of notice of either the commencement of an Exchange Offer or the implementation of arrangements permitting the resale by holders of Notes pursuant to the registration provisions of the Securities Act, the Book-Entry Depositary or the Note Custodian will forward to the Depositaries materials relating to such Exchange Offer or other arrangements with any additional instructions applicable to owners of Book-Entry Interests. In the case of an Exchange Offer, upon notice by the Depositaries of the principal amount of Book-Entry Interests in the Regulation S Global Note or the Rule 144A Global Note (as applicable) tendered in response to the Exchange Offer, the Book-Entry Depositary or the Note Custodian shall (i) deliver to the Trustee that portion of each Global Note with respect to which Book-Entry Interests have been tendered and received in exchange therefor (to the extent such portions of such Global Note are accepted pursuant to the Exchange Offer) and shall receive from the Trustee a new Unrestricted Global Note in like principal amount as the Book-Entry Interests tendered in respect of such Global Notes which such new Unrestricted Global Note shall be substantially in the form of the Global Note set out in Exhibit C of the Indenture, (ii) issue to the applicable Depositaries a new Certificated Depositary Interest representing an interest in the new Unrestricted Global Note, (iii) record any changes in the principal amount of the Certificated Depositary Interests representing interests in each of the Regulation S Global Note, the Rule 144A Global Note and the Unrestricted Global Note and (iv) notify the Depositaries of any such changes. Book-Entry Interests in each Unrestricted Global Note shall be assigned a Common Code and ISIN number different from those assigned to Book-Entry Interests in the Rule 144A Global Notes or the Regulation S Global Notes (if such Unrestricted Global Note is not a Regulation S Global Note).

Procedures in the Event of an Exchange Offer. Upon receipt by the Book-Entry Depositary or the Note Custodian as holder of the Global Notes for on behalf of the Book-Entry Depositary of notice of either the commencement of an Exchange Offer or the implementation of arrangements permitting the resale by holders of Notes pursuant to the registration provisions of the Securities Act, the Book-Entry Depositary or the Note Custodian will forward to the Depositaries Depositary materials relating to such Exchange Offer or other arrangements with any additional instructions applicable to owners of Book-Entry Interests. In the case of an Exchange Offer, upon notice by the Depositaries Depositary of the principal amount of Book-Entry Interests in the Regulation S Global Note or the Rule 144A Global Note (as applicable) tendered in response to the Exchange Offer, the Book-Entry Depositary or the Note Custodian shall (i) deliver to the Trustee that portion of each Global Note with respect to which Book-Entry Interests have been tendered and received in exchange therefor (to the extent such portions of such Global Note are accepted pursuant to the Exchange Offer) and shall receive from the Trustee a new Unrestricted Global Note in like principal amount as the Book-Entry Interests tendered in respect of such Global Notes which such new Unrestricted Global Note shall be substantially in the form of the Global Note set out in Exhibit C of the Indenture, (ii) issue to the applicable Depositaries Depositary a new Certificated Certificateless Depositary Interest representing an interest in the new Unrestricted Global Note, (iii) record any changes in the principal amount of the Certificated Certificateless Depositary Interests representing interests in each of the Regulation S Global Note, the Rule 144A Global Note and the Unrestricted Global Note and (iv) notify the Depositaries Depositary of any such changes. Book-Entry Interests in each Unrestricted Global Note shall be assigned a Common Code and ISIN CUSIP number different from those assigned to Book-Entry Interests in the Rule 144A Global Notes or the Regulation S Global Notes (if such Unrestricted Global Note is not a Regulation S Global Note).

Procedures in the Event of an Exchange Offer. Upon receipt by the Book-Entry Depositary or the Note Custodian as holder Holder of the a Global Notes for on behalf of the Book-Entry Depositary Security of notice of either the commencement of an Exchange Offer or the implementation of arrangements permitting the resale by holders of Notes Securities of any series pursuant to the registration provisions of the Securities Act, the Book-Entry Depositary or the Note Custodian will forward to the Depositaries each Depositary materials relating to such Exchange Offer or other arrangements with any additional instructions applicable to owners of Book-Entry InterestsSecurities. In the case of an Exchange Offer, upon notice by the Depositaries each Depositary of the principal amount of Book-Entry Interests Securities in the Regulation S Global Note Security or the Rule 144A Restricted Global Note Security of any series (as applicable) tendered in response to the Exchange Offer, the Book-Entry Global Depositary or the Note Custodian shall (i) in accordance with Section 305 of the Indenture, deliver to the Trustee that portion of each the Global Note Security of such series (as applicable) with respect to which Book-Entry Interests Securities have been tendered and received receive in exchange therefor (to the extent such portions of such the Global Note Security are accepted pursuant to the Exchange Offer) and shall receive from the Trustee a new Unrestricted Global Note Security (or an increase in an existing Unrestricted Global Security) of the applicable series and in like principal amount as the Book-Entry Interests tendered in respect of such Global Notes which such new Unrestricted Global Note shall be substantially in the form of the Global Note set out in Exhibit C of the IndentureSecurities tendered, (ii) to the extent the Unrestricted Global Security is new, issue to the applicable Depositaries Depositary or its nominee a new Certificated Certificateless Depositary Interest representing an interest in the new Unrestricted Global NoteSecurity, (iii) record any changes in the principal amount of the Certificated Depositary Interests representing interests in each of the Regulation S Global NoteSecurity, the Rule 144A Restricted Global Note Security and the Unrestricted Global Note Security of such series, and (iv) notify the Depositaries applicable Depositary of any such changes. Book-Entry Interests Securities in each Unrestricted Global Note Security shall be assigned a Common Code CUSIP, ISIN and ISIN common code number different from those assigned to Book-Entry Interests Securities in the Rule 144A Restricted Global Notes Securities or the Regulation S Global Notes Securities (if such Unrestricted Global Note Security is not a Regulation S Global NoteSecurity).

Procedures in the Event of an Exchange Offer. (a) Upon receipt by the Book-Entry entry Depositary or the Senior Note Custodian as holder of the Global Notes for on behalf of the Book-Entry entry Depositary of notice of either the commencement of an Exchange Offer or the implementation of arrangements permitting the resale by holders of Senior Notes pursuant to the registration provisions of the Securities Act, the Book-Entry entry Depositary or the Senior Note Custodian will forward to the Depositaries materials relating to such Exchange Offer or other arrangements with any additional instructions applicable to owners of Book-Entry entry Interests. . (b) In the case of an Exchange Offer, upon notice by the Depositaries of the principal amount of Book-Entry entry Interests in the Euro Regulation S Global Note or and/or the Euro Rule 144A Global Note (as applicable) tendered in response to the Exchange Offer, the Book-Entry entry Depositary or the Senior Note Custodian shall (i) deliver to the Trustee that portion of each Global Note with respect to which Book-Entry entry Interests have been tendered and received in accordance with the relevant Applicable Procedures in exchange therefor (to the extent such portions of such Global Note are accepted pursuant to the Exchange Offer) and shall receive from the Trustee a new Unrestricted Global Note in like principal amount as the Book-Entry entry Interests tendered in respect of such Global Notes Notes, which such new Unrestricted Global Note shall be substantially in the form of the Global Note set out in Exhibit C of the Indenture, (ii) issue to the applicable Depositaries a new Certificated Depositary Interest representing an interest in the new Unrestricted Global Note, (iii) record any changes in the principal amount of the Certificated Depositary Interests representing interests in each of the Euro Regulation S Global Note, the Euro Rule 144A Global Note and the Unrestricted Global Note and (iv) notify the Depositaries of any such changes. Book-Entry entry Interests in each Unrestricted Global Note shall may be assigned a Common Code and ISIN number which number or numbers shall be different from those assigned to Book-Entry entry Interests in the Euro Rule 144A Global Notes or the Euro Regulation S Global Notes. (c) In the case of the implementation of arrangements permitting resale by holders of Senior Notes pursuant to the registration provisions of the Securities Act, the Book-entry Depositary and the Senior Note Custodian shall (if i) cooperate with the Trustee in the removal of the Private Placement Legend from the relevant Senior Note where permitted by the Indenture or (ii) in the event that an Unrestricted Global Note is issued in respect of the Senior Notes, cooperate with the Trustee in making any required changes to the principal amounts of Global Notes in accordance with Section 2.08 hereof to the extent that the holders of Book-entry Interests related to the Euro Regulation S Global Note or the Euro Rule 144A Global Note are permitted to transfer or exchange such Book-entry Interests for Book-entry Interests in such Unrestricted Global Note is not a Regulation S Global Note)pursuant to the Indenture.

Procedures in the Event of an Exchange Offer. (a) Upon receipt by the Book-Entry entry Depositary or the Senior Subordinated Note Custodian as holder of the Global Notes for on behalf of the Book-Entry entry Depositary of notice of either the commencement of an Exchange Offer or the implementation of arrangements permitting the resale by holders of Senior Subordinated Notes pursuant to the registration provisions of the Securities Act, the Book-Entry entry Depositary or the Senior Subordinated Note Custodian will forward to the Depositaries materials relating to such Exchange Offer or other arrangements with any additional instructions applicable to owners of Book-Entry entry Interests. . (b) In the case of an Exchange Offer, upon notice by the Depositaries of the principal amount of Book-Entry entry Interests in the Euro Regulation S Global Note or and/or the Euro Rule 144A Global Note (as applicable) tendered in response to the Exchange Offer, the Book-Entry entry Depositary or the Senior Subordinated Note Custodian shall (i) deliver to the Trustee that portion of each Global Note with respect to which Book-Entry entry Interests have been tendered and received in accordance with the relevant Applicable Procedures in exchange therefor (to the extent such portions of such Global Note are accepted pursuant to the Exchange Offer) and shall receive from the Trustee a new Unrestricted Global Note in like principal amount as the Book-Entry entry Interests tendered in respect of such Global Notes Notes, which such new Unrestricted Global Note shall be substantially in the form of the Global Note set out in Exhibit C of the Indenture, (ii) issue to the applicable Depositaries a new Certificated Depositary Interest representing an interest in the new Unrestricted Global Note, (iii) record any changes in the principal amount of the Certificated Depositary Interests representing interests in each of the Euro Regulation S Global Note, the Euro Rule 144A Global Note and the Unrestricted Global Note and (iv) notify the Depositaries of any such changes. Book-Entry entry Interests in each Unrestricted Global Note shall may be assigned a Common Code and ISIN number which number or numbers shall be different from those assigned to Book-Entry entry Interests in the Euro Rule 144A Global Notes or the Euro Regulation S Global Notes. (c) In the case of the implementation of arrangements permitting resale by holders of Senior Subordinated Notes pursuant to the registration provisions of the Securities Act, the Book-entry Depositary and the Senior Subordinated Note Custodian shall (if such i) cooperate with the Trustee in the removal of the Private Placement Legend from the relevant Senior Subordinated Note where permitted by the Indenture or (ii) in the event that an Unrestricted Global Note is not a Regulation S issued in respect of the Senior Subordinated Notes, cooperate with the Trustee in making any required changes to the principal amounts of Global Note).Notes in accordance with

Procedures in the Event of an Exchange Offer. (a) Upon receipt by the Book-Entry entry Depositary or the Senior Subordinated Note Custodian as holder of the Global Notes for on behalf of the Book-Entry entry Depositary of notice of either the commencement of an Exchange Offer or the implementation of arrangements permitting the resale by holders of Senior Subordinated Notes pursuant to the registration provisions of the Securities Act, the Book-Entry entry Depositary or the Senior Subordinated Note Custodian will forward to the Depositaries Depositary materials relating to such Exchange Offer or other arrangements with any additional instructions applicable to owners of Book-Entry entry Interests. . (b) In the case of an Exchange Offer, upon notice by the Depositaries Depositary of the principal amount of Book-Entry entry Interests in the Dollar Regulation S Global Note or and/or the Dollar Rule 144A Global Note (as applicable) tendered in response to the Exchange Offer, the Book-Entry entry Depositary or the Senior Subordinated Note Custodian shall (i) deliver to the Trustee that portion of each Global Note with respect to which Book-Entry entry Interests have been tendered and received in accordance with procedures set forth in the Letter of Representations in exchange therefor (to the extent such portions of such Global Note are accepted pursuant to the Exchange Offer) and shall receive from the Trustee a new Unrestricted Global Note in like principal amount as the Book-Entry entry Interests tendered in respect of such Global Notes Notes, which such new Unrestricted Global Note shall be substantially in the form of the Global Note set out in Exhibit C of the Indenture, (ii) issue to the applicable Depositaries Depositary a new Certificated Certificateless Depositary Interest representing an interest in the new Unrestricted Global Note, (iii) record any changes in the principal amount of the Certificated Certificateless Depositary Interests representing interests in each of the Dollar Regulation S Global Note, the Dollar Rule 144A Global Note and the Unrestricted Global Note and (iv) notify the Depositaries Depositary of any such changes. Book-Entry entry Interests in each Unrestricted Global Note may be assigned CUSIP, Common Code or ISIN numbers which number or numbers shall be assigned a Common Code and ISIN number different from those assigned to Book-Entry entry Interests in the Dollar Rule 144A Global Notes or the Dollar Regulation S Global Notes. (c) In the case of the implementation of arrangements permitting resale by holders of Senior Subordinated Notes pursuant to the registration provisions of the Securities Act, the Book-entry Depositary and the Senior Subordinated Note Custodian shall (if i) cooperate with the Trustee in the removal of the Private Placement Legend from the relevant Senior Subordinated Note where permitted by the Indenture or (ii) in the event that an Unrestricted Global Note is issued in respect of the Senior Subordinated Notes, cooperate with the Trustee in making any required changes to the principal amounts of Global Notes in accordance with Section 2.08 hereof to the extent that the holders of Book-entry Interests related to the Dollar Regulation S Global Note or the Dollar Rule 144A Global Note are permitted to transfer or exchange such Book-entry Interests for Book-entry Interests in such Unrestricted Global Note is not a Regulation S Global Note)pursuant to the Indenture.