Common use of Transfer and Exchange of Global Notes Clause in Contracts

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii) the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All The Global Notes will shall be exchanged by the Company for Definitive Notes ifonly in the following limited circumstances: (i1) the Company delivers to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act andat a time when it is required to be so registered in order to act as depository, and in either each case, a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; (ii2) the Company, at Company in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesTrustee; or (iii3) there has occurred and is continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: (i1) the Issuers deliver to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositary; (ii2) the CompanyIssuers, at its their option but subject to the requirements of the Depositary’s requirements, notifies notify the Trustee in writing that it elects they elect to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its decision to exchange such the Global Note Notes for Definitive Notes. Upon the occurrence of any either of the preceding events in (i), (ii1) or (iii2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: (i1) the Issuers deliver to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositary; (ii2) the CompanyIssuers, at its their option but subject to the requirements of the Depositary’s requirements, notifies notify the Trustee in writing that it elects they elect to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its decision to exchange such the Global Note Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i1) the Depositary (A) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositary; (ii2) the CompanyIssuers, at its their option but subject to the Depositary’s requirements, notifies notify the Trustee in writing that it elects they elect to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default Default, and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Notes in the form of Global Notes will be exchanged by the Company for Notes in the form of Definitive Notes if: (i1) the Depositary DTC (Aa) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Notes or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii2) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Notes in the form of Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default with respect to the Notes and the Depositary DTC notifies the Trustee of its decision to exchange such the Notes in the form of Global Note Notes for Notes in the form of Definitive Notes. Upon the occurrence of any of the preceding events in clauses (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as otherwise expressly provided in this Section 2.06(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06(a) or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section Sections 2.06(b), (c) or (fe) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole in part, by the Common Depositary to a nominee of the Common Depositary, by a nominee of the Common Depositary to the Common Depositary or to another nominee of the Depositary, Common Depositary or by the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary. All A beneficial interest in a Global Notes will Note may not be exchanged by the Company for a Definitive Notes if: Note unless (i) the Depositary Clearing System (Ax) notifies the Company that it is unwilling or unable to continue to act as Depositary or a Clearing System for such Global Note and (By) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Clearing System is not appointed by the Company within 90 120 days after the date of such notice from the Common Depositary; , (ii) the Company, at Company in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies Trustee and the Trustee Registrar; provided that in writing that it elects no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to cause (A) the issuance expiration of the Definitive Notes; or Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) or (iii) there has will have occurred and is be continuing an a Default or Event of Default with respect to the Notes and the Common Depositary notifies requests the Trustee issuance of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trusteeapplicable Clearing System (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof2.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the Depositary (Aa) notifies the Company that it is unwilling or unable to continue to act as Depositary depositary for the Global Notes or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositarydepositary; (ii2) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any either of the preceding events in (i), (ii1) or (iii2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.10 306 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 312 or 2.10 Sections 304 or 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a311(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b311(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company Co-Obligors for Definitive Notes if: if (i) the Co-Obligors deliver to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Co-Obligors within 90 days after the date of such notice from the Depositary; ; (ii) the Company, at its option Co-Obligors in their sole discretion determine that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Depositary’s requirements, notifies Trustee; provided that in no event shall the Trustee in writing that it elects Regulation S Temporary Global Note be exchanged by the Co-Obligors for Definitive Notes prior to cause (x) the issuance expiration of the Definitive NotesRestricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or or (iii) there has shall have occurred and is be continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.02, 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.02, 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuer for Definitive Notes if: (i1) the Depositary (Aa) notifies the Company Issuer that it is unwilling or unable to continue to act as Depositary depositary for the Global Notes or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositarydepositary; (ii2) the CompanyIssuer, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any either of the preceding events in (i), (ii1) or (iii2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 hereofof the Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 Sections 2.08 or 2.10 hereof, of the Indenture shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.3(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.3(b), (c) or (f) hereofbelow.

Transfer and Exchange of Global Notes. (a) A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company an Issuer for Definitive Notes if: (i1) an Issuer delivers to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the U.S. Exchange Act and, in either case, a successor Depositary is not appointed by the Company an Issuer within 90 120 days after the date of such notice from the Depositary; (ii2) an Issuer, in its sole discretion, determines that the Company, at its option Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesTrustee; or (iii3) there has occurred and is continuing an a Default or Event of Default with respect to the Notes and the Depositary notifies the Trustee of its decision to exchange such Global Note for Holders have requested Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii1),(2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 hereofof the Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or Section 2.08 or 2.10 hereofof the Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); providedSection, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.3(b), (c) or (f) hereofhereof upon prior written notice given to the Trustee by or on behalf of the Depositary.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company for Definitive Notes if: : (i1) at any time the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or (B) has ceased if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a clearing agency registered under the Exchange Act Act, and, in either case, the Company shall not have appointed a successor Depositary is not appointed by the Company within 90 120 days after the date Company receives such notice or becomes aware of such notice from the Depositary; ineligibility, (ii2) the Company, at its option but subject option, determines that the Global Notes shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies Trustee or (3) upon written request of a Holder or the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing an if a Default or Event of Default shall have occurred and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notesbe continuing. Upon the occurrence of any of the preceding events set forth in clauses (i1), (ii2) or (iii3) above, the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Notes shall be issued in exchange for such names as the Depositary shall instruct the TrusteeGlobal Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b), (c) or (f) hereof. In no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of either series will be exchanged by the Company Issuers for Definitive Notes of the same series in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: (i1) the Issuers deliver to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositary; (ii2) the CompanyIssuers, at its their option but subject to the requirements of the Depositary’s requirements, notifies notify the Trustee in writing that it elects they elect to cause the issuance of the Definitive NotesNotes of such series; or (iii3) there has occurred and is continuing an Event of Default with respect to such series of Notes and the Depositary notifies the Trustee of its decision to exchange such the Global Note Notes for Definitive NotesNotes of such series. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the Depositary (Aa) notifies the Company that it is unwilling or unable to continue to act as Depositary depositary for the Global Notes or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositarydepositary; (ii2) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any either of the preceding events in (i), (ii1) or (iii2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.10 306 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 312 or 2.10 Sections 304 or 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a312(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b312(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i1) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Note or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either caseevent, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositarydays; (ii2) the Company, at its option but and subject to the procedures of the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in clause (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole by in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of the Depositary, such successor Depositary or by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor of the Depositary or a nominee of or such successor Depositarysuccessor. All A beneficial interest in a Global Notes will Note may not be exchanged by the Company for a Definitive Notes if: Note unless (i) the Depositary (Ax) notifies the Company Issuer that it is unwilling or unable to continue to act as Depositary for such Global Note or (By) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 days after the date of such notice from the Depositary; days; (ii) there shall have occurred and be continuing an Event of Default with respect to the CompanyNotes, or (iii) the Issuer, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing an Event of Default and provided that in no event shall the Depositary notifies the Trustee of its decision to exchange such Regulation S Global Note be exchanged by the Issuer for Definitive NotesDefinite Notes prior to the expiration of the Restricted Period. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the Company delivers to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; (ii2) the Company, at Company in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesTrustee; or (iii3) there has occurred and is continuing an a Default or Event of Default with respect to the Notes and DTC requests the Depositary notifies the Trustee issuance of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names names, and issued in any approved denominations, as requested by or on behalf of the Depositary shall instruct to the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clauses (1), (2) or (3) above and pursuant to clause (c) below. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (fd) hereof. The Company shall be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company Issuers for Definitive Notes if: if (i) the Depositary (A) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, each case the Issuers fail to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; ; (ii) the CompanyIssuers, at its option but subject to the Depositary’s requirementstheir option, notifies notify the Trustee in writing that it elects they elect to cause the issuance of the Definitive Notes, subject to the procedures of the Depositary; or provided that in no event shall the Legended Regulation S Global Note be exchanged by the Issuers for Definitive Notes other than in accordance with Section 2.07(c)(ii); or (iii) there has shall have occurred and is be continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. In addition, beneficial interests in a Global Note may be exchanged for Definitive Notes upon request of a Participant (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with the customary procedures of the Depositary and in compliance with this Section 2.07. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except as provided in this Section 2.07. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 2.07(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: if (i) the Company delivers to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; , (ii) the Company, at Company in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or or (iii) upon request of the Trustee or any Holders if there has shall have occurred and is be continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i) the Company delivers to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii) the Company, at Company in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesTrustee; or (iii) there has shall have occurred and is be continuing an Event of Default with respect to the Notes and the Depositary notifies shall have requested the Trustee issuance of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any either of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All beneficial interests in the Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i1) the Depositary (A) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositary; (ii2) the CompanyIssuers, at its their option but subject to the Depositary’s requirements, notifies notify the Trustee in writing that it elects they elect to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an a Default or Event of Default with respect to the Notes and the Depositary notifies the Trustee in writing of its decision to exchange such the Global Note Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company Issuer for Definitive Notes if: (i1) the Issuer delivers to the Trustee notice from the Depositary (A) notifies that the Company that it Depositary is unwilling no longer willing or unable to continue able to act as Depositary or (B) has ceased that the Depositary ceases to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 days after the date of such notice from the DepositaryDepositary or becoming aware that the Depositary is no longer registered; (ii2) the Company, at Issuer in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesTrustee; or (iii3) there has occurred and is continuing an Event of Default and DTC requests the Depositary notifies the Trustee issuance of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Issuer and the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 2.06 or 2.10 Sections 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note or, to the extent explicitly provided herein, a Definitive Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) and (c) or (fd) hereof. None of the Issuer or the Trustee will be liable for any delay by DTC, its nominee or any direct or indirect DTC participant in identifying the beneficial owners of the Notes. The Issuer and the Trustee may conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company for Definitive Notes if: (i) the Company delivers to the Trustee notice from the Depositary that (Aa) notifies the Company that it is unwilling or unable to continue to act as Depositary or (Bb) has ceased to be it is no longer a clearing agency registered under the Exchange Act and, in either casethe case of (a) and (b), a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; (ii) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has shall have occurred and is be continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Except as otherwise provided above in this Section 2.07(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuer for Definitive Notes if: if (i) the Issuer delivers to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 days after the date of such notice from the Depositary; , (ii) the Company, at Issuer in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or or (iii) there has occurred and is continuing an a Default or Event of Default hall have occurred and be continuing with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 4 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided4, howeverHOWEVER, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof4.2.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company for Definitive Notes if: if (i) the Company delivers to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; , (ii) the Company, at Company in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesTrustee; or or (iii) there has shall have occurred and is be continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.07, 2.10 and 2.10 9.05 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 or 9.05 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii) the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.09, 2.12, 3.06, 4.11(h), 4.17(c) and 2.10 9.04 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.062.08 or Sections 2.09, 2.07 or 2.10 hereof2.12, 3.06, 4.11(h), 4.17(c) and 9.04, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.08(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.08(b), (c) or (f). Whenever any provision herein (including Section 3.06, 4.11 or 4.17) hereofrefers to issuance by the Company and authentication and delivery by the Trustee of a new Note in exchange for the portion of a surrendered Note that has not been redeemed or repurchased, as the case may be, in lieu of the surrender of any Global Note and the issuance, authentication and delivery of a new Global Note in exchange therefor, the Trustee or the Depositary at the direction of the Trustee may endorse such Global Note to reflect a reduction in the principal amount represented thereby in the amount of Notes so represented that have been so redeemed or repurchased.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i1) the Depositary (A) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositary; (ii2) the CompanyIssuers, at its their option but subject to the Depositary’s requirements, notifies notify the Trustee in writing that it elects they elect to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default Default, and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a in whole (but not in part) by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company Issuers for Definitive Notes if: (i1) the Depositary Depository (Aa) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary for the Global Notes or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 120 days after the date of such notice from the Depositary; (ii2) the Company, at its option Issuers in their sole discretion determine that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Depositary’s requirements, notifies Trustee; provided that in no event shall the Trustee in writing that it elects Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to cause (x) the issuance expiration of the Definitive NotesRestricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii3) there has occurred and is continuing an Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged (or, in the case of clause (iii), exchangeable) by the Company for Definitive Notes if: if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, each case the Company fails to appoint a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; ; (ii) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes, subject to the procedures of the Depositary; or provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in accordance with Section 2.06(c)(ii); or (iii) there has shall have occurred and is be continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), ) or (ii) or or, upon the request of the Company in the case of (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except as provided in this Section 2.06. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A (i) Except as provided in this Section 3.08 and the sections of the Indenture referenced herein, notwithstanding any other provision in this Indenture, no Global Note may not be transferred except as exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole by or in part may be registered, in the name of any Person other than the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any for such nominee to a successor Depositary Global Notes or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: thereof unless (i) such Depositary or the Trustee has notified the Company that the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for such Global Notes or (B) has ceased to be a clearing agency registered as such under the Exchange Act andAct, and in either case, case the Company fails to appoint a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; notice, (ii) the Company, at its option but subject Company executes and delivers to the Depositary’s requirements, notifies the Trustee in writing a Company Order stating that it elects to cause the issuance of the Notes in definitive form and that all Global Notes shall be exchanged in whole for Definitive Notes; or Notes (in which case such exchange shall be effected by the Trustee) or (iii) there has shall have occurred and is be continuing an Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon Notwithstanding the occurrence foregoing provisions of any of the preceding events in (ithis Section 3.08(a), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.04 and 2.10 3.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a3.08(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 3.08(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the Depositary (Aa) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company depositary within 90 days after the date of such notice from the Depositarydays; (ii2) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged for Certificated Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S; or (iii3) there has occurred and is continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any either of the preceding events in (i), (ii1) or (iii2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the Depositary DTC (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii2) the Company, at its option option, elects to exchange the Global Notes (in whole but subject not in part) for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies Trustee; provided that in no event shall the Trustee in writing that it elects Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to cause (x) the issuance expiration of the Definitive NotesRestricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii3) there has occurred and is continuing an Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names names, and issued in the approved denominations, as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note representing the Notes may not be transferred except as a whole by the Depositary to a nominee nominees of the Depositary, by a nominee of the Depositary to the Common Depositary or to another nominee a successor of the Depositary, Common Depositary or such successor’s nominee. Transfers of beneficial interests in Global Notes may be affected only through the book-entry system maintained by the Common Depositary or any in compliance with the Applicable Procedures, in each case to the extent applicable to such nominee transaction and in effect from time to a successor Depositary or a nominee of such successor Depositarytime. All Global Notes representing the Notes will be exchanged by the Company for Definitive Notes if: (i) the The Common Depositary (A) notifies the Company that it is unwilling or unable to continue as Common Depositary for the Global Note and the Company thereupon fails to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, appoint a successor Depositary is not appointed by the Company common depositary within 90 days after the date of such notice from the Depositarydays; (ii) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes representing the Notes; or (iii) there has shall have occurred and is be continuing a Default or an Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in clauses (i), (ii) or (iiiii) above, Definitive Notes shall be issued in such names as the Common Depositary shall instruct the Trustee. Global Notes representing the Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note representing the Notes may not be exchanged for another Note other than as provided in this Section 2.06(a2.06(a)(ii); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the a Depositary to a Common Depositary or a nominee of the such Common Depositary, by a Common Depositary or a nominee of the such Depositary to the such Depositary or to another nominee or Common Depositary of the such Depositary, or by the such Common Depositary or Depositary or any such nominee to a successor Depositary or Common Depositary or a nominee of such successor Depositarythereof. All Global Notes will be exchanged by the Company Issuer for Definitive Notes ifRegistered Notes: (i) the Depositary (A) if Euroclear or Clearstream notifies the Company Issuer that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and a successor Depositary is not appointed by the Company Issuer within 90 days after the date of such notice from the Depositary;120 days; or (ii) if the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee owner of a Book-Entry Interest requests such exchange in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing an delivered through either Euroclear or Clearstream following a Default or Event of Default and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notesunder this Indenture. Upon the occurrence of any of the preceding events in (iSection 2.06(a)(i) and Section 2.06(a)(ii), (ii) the Issuer shall issue or (iii) above, Definitive Notes shall cause to be issued Definitive Registered Notes in such names as the relevant Depositary shall instruct the TrusteeRegistrar. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests . Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (fSection 2.06(c) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not be transferred except as a whole in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All A beneficial interest in a Global Notes will Note may not be exchanged by the Company for Definitive Notes if: a Physical Note unless (i) the Depositary (Ax) notifies the Company that it is unwilling or unable to continue to act as Depositary for such Global Note or (By) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; 120 days, (ii) subject to the procedures of the Depositary, the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it the Company elects to cause the issuance of the Definitive Physical Notes; or , or (iii) upon request of the Trustee or Holders of a majority of the principal amount of outstanding Notes, if there has shall have occurred and is be continuing an Event of a Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Physical Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Physical Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except transferred, as a whole and not in part, by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes shall be issued and delivered to each Person that the Depositary identifies as a beneficial owner of the related Notes only if: (i) the Depositary (A) notifies the Company Issuer at any time that it is unwilling or unable to continue to act as Depositary or for the Global Notes and a successor depositary is not appointed within 90 days; (Bii) has ceased the Depositary ceases to be registered as a clearing agency registered under the Exchange Act and, in either case, and a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositarydays; (iiiii) the CompanyIssuer, at its option but subject option, executes and delivers to the Depositary’s requirements, notifies the Trustee in writing that and Registrar an Officers’ Certificate pursuant to which it elects to cause the issuance of the Definitive Notes; or (iiiiv) there an Event of Default with respect to the Notes has occurred and is continuing an Event of Default and the Depositary notifies requests that its Notes be issued in the Trustee form of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in subclauses (i), (ii), (iii) or (iiiiv) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections this Section 2.07 and 2.10 hereofSections 2.08 and 2.11. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereofSection 2.08 or 2.11, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a)2.07; provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), Sections 2.07(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i1) the The Depositary (A) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositary; (ii2) the CompanyIssuers, at its their option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default Default, and the Depositary notifies the Trustee of its decision to exchange such Global Note Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as specified above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not be transferred except as a whole in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All A beneficial interest in a Global Notes will Note may not be exchanged by the Company for Definitive Notes if: a Physical Note unless (i1) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for such Global Note or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after 120 days, (2) subject to the date procedures of such notice from the Depositary; (ii) , the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it the Company elects to cause the issuance of the Definitive Physical Notes; or , or (iii3) upon request of the Trustee or Holders of a majority of the principal amount of outstanding Notes, if there has shall have occurred and is be continuing an Event of a Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Physical Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Physical Notes issued subsequent to any of the preceding events in (1), (2) or (3) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged exchangeable by the Company for Definitive Notes Notes, at its option, if: (i1) the Depositary (Aa) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii2) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged for Definitive Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii3) there has occurred and is continuing an a Default or Event of Default with respect to the Notes and the Depositary notifies or the Trustee applicable depository requests issuance of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued pursuant to subparagraphs (1), (2) and (3) of this Section 2.06(a) and Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company for Definitive Notes if: if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, each case the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; ; (ii) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes, subject to the procedures of the Depositary; or provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in accordance with Section 2.07(c)(ii); or (iii) there has shall have occurred and is be continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. In addition, beneficial interests in a Global Note may be exchanged for Definitive Notes upon request of a Participant (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with the customary procedures of the Depositary and in compliance with this Section 2.07. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except as provided in this Section 2.07. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i1) the Issuers deliver to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositarydays; (ii2) the CompanyIssuers, at its their option but subject to the Depositary’s requirementsrules, notifies determine that the Trustee Global Notes (in writing that it elects whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to cause such effect to the issuance of the Definitive NotesTrustee; or (iii3) there has occurred and is continuing an a Default or Event of Default with respect to the Notes, and the Depositary notifies the Trustee of its decision to exchange such the Global Note Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the applicable Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarysuccessor. All A beneficial interest in a Global Notes will Note shall be exchanged by exchangeable for a Definitive Note of the Company for Definitive Notes if: (i) the Depositary same series if (A) in the case of a Dollar Denominated Global Note, the Dollar Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary for such Global Note or (By) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after 120 days, (B) in the date case of such notice from a Euro Denominated Global Note, (x) Euroclear or Clearstream notifies the Depositary; Issuers that it is unwilling or unable to continue as clearing agency or (iiy) the Company, at its option but subject to the Depositary’s requirements, Common Depositary notifies the Trustee in writing Issuers that it elects is unwilling or unable to cause continue as common depositary for such Euro Denominated Global Note, and, in either case, a successor Depositary is not appointed by the issuance Issuers within 120 days or (C) in the case of the Definitive Notes; or (iii) any Global Note, there has shall have occurred and is be continuing an Event of Default and the Depositary notifies the Trustee of its decision with respect to exchange such Global Note for Definitive NotesNote. Upon the occurrence of any of the preceding events in (i), (iiA) or (iiiB) above, Definitive Notes shall delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the applicable Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (A) or (B) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All beneficial interests in the Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii2) the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an a Default or Event of Default with respect to the Notes and the Depositary notifies the Trustee in writing of its decision to exchange such the Global Note Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note Notes may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will may be exchanged by the Company for Definitive Notes if: only if (i) the Depositary (Ax) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes and the Company thereupon fails to act as Depositary appoint a successor depositary within 90 days or (By) has ceased to be a clearing agency registered under the Exchange Act andAct, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii) the Company, at in its option sole discretion, determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or or (iii) there has shall have occurred and is be continuing a Default or an Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, (x) the Company shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver, Definitive Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes, and (y) Definitive Notes shall be issued in such names and issued in any approved denominations as the Depositary shall instruct the Trustee. At such time as all beneficial interests in Global Notes have been exchanged for Definitive Notes pursuant to this Section 2.06(a), redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. Global Notes also may be exchanged or replaced, in whole or in 20 part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than except as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the Company delivers to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; (ii2) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii3) there has occurred and is continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.this

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. All Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the Depositary (A) notifies Company delivers to the Company Trustee notice from the Depository that it is unwilling or unable to continue to act as Depositary Depository or (B) that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 90 120 days after the date of such notice from the DepositaryDepository; (ii2) the Company, at Company in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesTrustee; or (iii3) there has occurred and is continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in clauses (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names names, and issued in any approved denominations, as requested by or on behalf of the Depositary shall instruct Depository to the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clauses (1), (2) or (3) above and pursuant to clause (c) below. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (fd) hereof. The Company shall be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification.

Transfer and Exchange of Global Notes. A (i) Except as provided in this Section 3.08 and the sections of the Indenture referenced herein, notwithstanding any other provision in this Indenture, no Global Note may not be transferred except as exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole by or in part may be registered, in the name of any Person other than the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any for such nominee to a successor Depositary Global Notes or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: thereof unless (i) such Depositary or the Trustee has notified the Company that the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for such Global Notes or (B) has ceased to be a clearing agency registered as such under the Exchange Act andAct, and in either case, case the Company fails to appoint a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; notice, (ii) the Company, at its option but subject Company executes and delivers to the Depositary’s requirements, notifies the Trustee in writing a Company Order stating that it elects to cause the issuance of the Notes in definitive form and that all Global Notes shall be exchanged in whole for Definitive Notes; or Notes (in which case such exchange shall be effected by the Trustee) or (iii) there has shall have occurred and is be continuing an Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon Notwithstanding the occurrence foregoing provisions of any of the preceding events in (ithis Section 3.08(a), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.04 and 2.10 3.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a3.08(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 3.08(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All The Trustee shall not have any responsibility for actions taken or not taken by the Depositary. Any Global Notes Note will be exchanged by the Company Issuer for Definitive Notes if: (i1) the Depositary (Aa) notifies the Company Issuer that it is unwilling or unable to continue to act as Depositary for the Global Note or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a duly qualified successor Depositary is not appointed by the Company depositary within 90 days after the date of such notice from the Depositarythereafter; (ii2) the CompanyIssuer, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an a Default or Event of Default with respect to the Notes and the Depositary notifies the Trustee of its decision to exchange such Global Note for has requested that Definitive NotesNotes be issued. Upon the occurrence of any of the preceding events described in subparagraphs (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.in

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not be transferred except as a whole in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All A beneficial interest in a Global Notes will Note may not be exchanged by the Company for Definitive Notes if: a Certificated Note unless (i) the Depositary (Ax) notifies the Company that it is unwilling or unable to continue to act as Depositary for such Global Note or (By) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it the Company elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Certificated Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 Section 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (fh) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All The Company shall exchange Global Notes will be exchanged by the Company for Definitive Notes if: : (i1) the Company delivers to the Trustee a notice from the Depositary (A) notifies that the Company that it Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or (B) that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; ; (ii2) the Company, Company at its option but subject determines that the Global Notes shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesTrustee; or or (iii3) there has occurred and is continuing an a Default or Event of Default shall have occurred and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notesbe continuing. Upon the occurrence of any of the preceding events in clauses (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in denominations of US$2,000 or integral multiples of US$1,000 in excess thereof and in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, ​ ​ and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will may be exchanged by the Company for Definitive Notes if: only if (i) the Depositary (Ax) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes and the Company thereupon fails to act as Depositary appoint a successor depositary within 90 days or (By) has ceased to be a clearing agency registered under the Exchange Act andAct, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii) the Company, at in its option sole discretion, determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or or (iii) there has shall have occurred and is be continuing a Default or an Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, (x) the Company shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver, Definitive Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes, and (y) Definitive Notes shall be issued in such names and issued in any approved denominations as the Depositary shall instruct the Trustee. At such time as all beneficial interests in Global Notes have been exchanged for Definitive Notes pursuant to this Section 2.06(a), redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than except as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.;

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Registered Notes if: if (i) the Depositary (Ax) notifies the Company that it is unwilling or unable to continue to act as Depositary a depositary for the Registered Global Notes and the Company thereupon fails to appoint a successor Depositary, or (By) has ceased to be a clearing agency registered under the Notes and the Company thereupon fails to appoint a successor Depositary, or (z) has ceased to be a clearing agency registered under the Exchange Act and the Company fails to appoint a successor, and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; , (ii) the Company, at Company in its option but subject sole discretion determines that the Global Notes should be exchanged for Registered Notes and delivers a written notice to such effect to the Depositary’s requirementsTrustee, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or or (iii) there has occurred and is continuing an a Default or Event of Default and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive NotesDefault. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Registered Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); providedSections 2.06, however2.07, 2.10 and 9.05 hereof, although beneficial interests in a Global Note may be transferred and exchanged as provided in this Section 2.06(b), (c) or (f) hereof2.06.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except transferred, as a whole and not in part, by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes shall be issued and delivered to each Person that the Depositary identifies as a beneficial owner of the related Notes only if: (i) the Depositary (A) notifies the Company Issuer at any time that it is unwilling or unable to continue to act as Depositary or for the Global Notes and a successor depositary is not appointed within 90 days; (Bii) has ceased the Depositary ceases to be registered as a clearing agency registered under the Exchange Act and, in either case, and a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositarydays; (iiiii) the CompanyIssuer, at its option but subject option, executes and delivers to the Depositary’s requirements, notifies the Trustee in writing that and Registrar an Officers’ Certificate pursuant to which it elects to cause the issuance of the Definitive Notes; or (iiiiv) there an Event of Default with respect to the Notes has occurred and is continuing an Event of Default and the Depositary notifies requests that its Notes be issued in the Trustee form of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in subclauses (i), (ii), (iii) or (iiiiv) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections this Section 2.07 and 2.10 hereofSections 2.08 and 2.11. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereofSection 2.08 or 2.11, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a)2.07; provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 2.07(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not be transferred except as a whole in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All A beneficial interest in a Global Notes will Note may not be exchanged by the Company for Definitive Notes if: a Physical Note unless (i1) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for such Global Note or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after 120 days, (2) subject to the date procedures of such notice from the Depositary; (ii) , the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it the Company elects to cause the issuance of the Definitive Physical Notes; or , or (iii3) upon request of the Trustee or Holders of a majority of the principal amount of outstanding Notes, if there has shall have occurred and is be continuing an Event of a Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Physical Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Physical Notes issued subsequent to any of the preceding events in (1), (2) or (3) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 2.07(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (which, until no longer required pursuant to Section 2.06 hereof, shall bear the Restricted Legend or Resale Legend, as the case may be, upon exchange of the Restricted Global Note but not otherwise) if (i) the Company delivers to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act or an Event of Default has occurred and, in either any such case, a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; Depositary or (ii) the Company, at Company in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive NotesTrustee. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Notes shall be issued in such names and denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (fd) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Notes in the form of Global Notes will be exchanged by the Company for Notes in the form of Definitive Notes if: (i1) the Depositary DTC (Aa) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Notes or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii2) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Notes in the form of Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default with respect to the Notes and the Depositary DTC notifies the Trustee of its decision to exchange such the Notes in the form of Global Note Notes for Notes in the form of Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as otherwise expressly provided in this Section 2.06(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06(a) or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (fe) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i) the such Depositary (A) notifies has notified the Company that it is unwilling or unable to continue to act its services as Depositary for such Global Security and no successor Depositary has been appointed within 90 days after such notice or (B) has ceased ceases to be a “clearing agency agency” registered under Section 17A of the Securities Exchange Act andof 1934 when the Depositary is required to be so registered to act as the Depositary and so notifies the Company, in either case, a and no successor Depositary is not has been appointed by the Company within 90 days after the date of such notice from the Depositarynotice; (ii) the CompanyCompany determines at any time that the Notes shall no longer be represented by Global Notes and shall inform such Depositary of such determination and participants in such Depositary elect to withdraw their beneficial interests in the Notes from such Depositary, at its option but subject following notification by the Depositary of their right to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notesdo so; or (iii) there has occurred and such exchange is continuing made following the request by or on behalf of at least 25% of the Beneficial Owners seeking to exercise or enforce their rights under the Securities during the continuance of an Event of Default and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive NotesDefault. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Notes shall will be issued in such names and in any approved denominations as the Depositary shall will instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.06 and 2.07 and 2.10 hereofof the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.062.02 or Sections 2.06 or 2.07 of the Base Indenture, 2.07 or 2.10 hereof, shall will be authenticated and delivered in the form of, and shall will be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.02(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.02(b), (c) or (fg) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: if (i) the Depositary (Ax) notifies the Company that it is unwilling or unable to continue to act as Depositary depositary for the Global Notes and the Company thereupon fails to appoint a successor Depositary, or (By) has ceased to be a clearing agency registered under the Exchange Act and the Company fails to appoint a successor, and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; , (ii) the Company, at Company in its option but subject sole discretion determines that the Global Notes should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirementsTrustee, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or or (iii) there has occurred and is continuing an a Default or Event of Default and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive NotesDefault. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section Sections 2.06(a); provided, however2.07, 2.10 and 10.05 hereof, although beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c), (d) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the The Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii2) the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing a Default or an Event of Default Default, and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as specified above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole by in part, only to the Depositary to a nominee of the Depositary, by or a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All A beneficial interest in a Global Notes will Note may not be exchanged by the Company for a Definitive Notes if: Note unless (i) the Depositary (Ax) notifies the Company that it is unwilling or unable to continue to act as Depositary for such Global Note or (By) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; or (ii) if the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee beneficial owner of an interest in a Global Note requests such exchange in writing that it elects to cause delivered through the issuance of the Definitive Notes; or (iii) there has occurred and is continuing Depositary following an Event of Default and the Depositary notifies the Trustee commencement of its decision to exchange such Global Note for Definitive Notesenforcement action under this Indenture. Upon the occurrence of any of the preceding events in (i), (ii) or (iiiii) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Except as otherwise set forth in this Section 310, a Global Note may be transferred, in whole and not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary. All A beneficial interest in a Global Notes will Note may not be exchanged by the Company for a Definitive Notes if: Note unless (i) the Common Depositary (A) notifies the Company Issuers in writing that it is unwilling or unable to continue to act as Common Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, for such Global Note and a successor Common Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositary; or (ii) the Companyeither Euroclear or Clearstream, at its option but subject or a successor clearing system is closed for business for a continuous period of fourteen days (other than by reason of holidays, statutory or otherwise) or announces an intention to the Depositary’s requirementspermanently cease business or does in fact do so, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or or (iii) there any of the Notes has occurred become immediately due and is continuing an Event of Default payable in accordance with Section 501 and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive NotesIssuers have received a written request from a Holder. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its Applicable Procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.10 hereof305. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 310 or 2.10 hereofSection 304 or 305, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 310(c). A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a310(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c310(b) or (f) hereofc).

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuer for Definitive Notes if: (i) the Depositary notifies the Issuer (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 days after the date of such notice from the Depositary; (ii) the CompanyIssuer, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing an Event of Default Default, and the Depositary notifies the Trustee of its decision to exchange such Global Note Notes for Definitive Notes; provided, however, that in no event shall any Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act (or an Opinion of Counsel that such certificates are not required pursuant to Rule 903 under the Securities Act). Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company for Definitive Notes if: if (i) the Depositary DTC (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 90 days after receiving such notice or (B) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, each case the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date becoming aware of such notice from the Depositary; condition; or (ii) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part); provided that in no event shall the Definitive Notes; or (iii) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its decision to exchange such Legended Regulation S Global Note be exchanged by the Company for Definitive NotesNotes other than in accordance with Section 2.07(c)(ii). Upon the occurrence of any of the preceding events in (i), (ii) or (iiiii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i1) the Issuers deliver to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositary; (ii2) the CompanyIssuers, at its option but their option, subject to the Depositary’s requirements, notifies notify the Trustee in writing that it elects they elect to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an a Default or Event of Default with respect to the Notes and the Depositary notifies the Trustee of its decision to exchange such Global Note Notes for Definitive Notes. Upon the occurrence of any either of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 Section 1.07 and 2.10 Section 1.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 1.08 or 2.10 Section 1.07 or Section 1.09 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (1), (2) or (3) above and pursuant to Sections 1.08(b)(2)(B) and 1.08(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a1.08(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 1.08(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole in whole, and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company for Definitive Notes if: if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; ; (ii) the Company, at in its option sole discretion, determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesTrustee; or or (iii) there has shall have occurred and is be continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Except as otherwise provided above in this Section 2.07(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 2.07(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Operating Partnership for Definitive Notes if: (i1) Either Issuer receives notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or (B) has ceased to be it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositary; (ii) the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii2) there has shall have occurred and is be continuing an Event of Default and with respect to the Depositary notifies Notes; provided that in no event shall the Trustee of its decision to exchange such Regulation S Temporary Global Note be exchanged for Definitive NotesNotes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certifications required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act and this Indenture. Upon the occurrence of any of the preceding events in clauses (i), (ii1) or (iii2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.06 (b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All The Global Notes will shall be exchanged by the Company for Definitive Notes ifonly in the following limited circumstances: (i1) the Company delivers to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act andat a time when it is required to be so registered in order to act as depository, and in either each case, a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; (ii2) the Company, at Company in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesTrustee; or (iii3) there has occurred and is continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive NotesSecurities. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note Security other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i1) the The Depositary (A) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositary; (ii2) the CompanyIssuers, at its their option but subject to the Depositary’s requirements, notifies notify the Trustee in writing that it elects they elect to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default Default, and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuer for Definitive Notes if: (i1) the Depositary (Aa) notifies the Company Issuer that it is unwilling or unable to continue to act as Depositary depositary for the Global Notes or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositarydepositary; (ii2) the CompanyIssuer, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to the expiration of the Restricted Period; or (iii3) there has occurred and is continuing an Event of a Default with respect to the Notes and the Depositary notifies the Trustee of its decision to exchange Issuer or a beneficial holder requests such Global Note for Definitive Notesexchange. Upon the occurrence of any either of the preceding events in (i), (ii1) or (iii2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.04 and 2.10 3.06 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 3.11 or 2.10 Sections 3.04 or 3.06 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a3.11(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 3.11(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company for Definitive Notes if: if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, Act; and in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date becoming aware of such notice from the Depositary; condition; or (ii) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part); provided that in no event shall the Definitive Notes; or (iii) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its decision to exchange such Legended Regulation S Global Note be exchanged by the Company for Definitive NotesNotes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon the occurrence of any of the preceding events in clauses (i), (ii) or (iiiii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in partwhole, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Except as otherwise provided above in this Section 2.07(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (fd) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by (1) the Depositary to a nominee of the Depositary, by (2) a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by (3) the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All The Company shall exchange Global Notes will be exchanged by the Company for Definitive Notes if: : (i1) the Company delivers to the Trustee a notice from the Depositary (A) notifies that the Company that it Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or (B) that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; ; or (ii2) the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing an Event of Default shall have occurred and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notesbe continuing. Upon the occurrence of any of the preceding events in clauses (i), (ii1) or (iii2) above, Definitive Notes shall be issued in denominations of $1,000 or integral multiples thereof and in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.10 hereof. Every Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 2.6 or Section 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.6(a); provided, however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b2.6(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary with respect to such Global Note to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the such Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for a Global Note or (B) has ceased if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act Act, and, in either case, the Company fails to appoint a successor Depositary is not appointed by registered as a clearing agency under the Company Exchange Act within 90 days after of the date notification to the Company or of such notice from the DepositaryCompany becoming aware of the Depositary ceasing to be so registered; (ii2) the Company, at its option but subject Company executes and delivers to the DepositaryTrustee an Officer’s requirements, notifies Certificate to the Trustee in writing effect that it elects to cause the issuance of the Definitive Notessuch Global Note shall be so exchangeable; or (iii3) there has shall have occurred and is be continuing an Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive NotesNote. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.8 and 2.10 hereof2.11 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 3.2 or 2.10 hereofSection 2.8 and 2.11 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a3.2(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c3.2(b) or (f) hereofc).

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuer for Definitive Notes if: (i1) the Depositary (Aa) notifies the Company Issuer that it is unwilling or unable to continue to act as Depositary for the Global Notes or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii2) the CompanyIssuer, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it the Issuer elects to cause the issuance of the Definitive Notes; or (iii3) upon request from the Depositary if there has occurred and is continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any either of the preceding events in (i), (ii1) or (iii2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 2.08 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 2.08 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company for Definitive Notes if: if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, Act; and in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date becoming aware of such notice from the Depositary; condition; (ii) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part); provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive NotesNotes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Regulation S under the Securities Act; or or (iii) there has shall have occurred and is be continuing an a Default or Event of Default with respect to the Notes and the Depositary notifies the Trustee of its decision to exchange such Global Note for requests Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Except as otherwise provided above in this Section 2.07(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. All Global Notes will shall be exchanged by the Company for Definitive Notes if: if (i) the Depositary DTC (A) notifies the Company that it is unwilling or unable to continue as Depository for the Global Notes and the Company fails to act as Depositary appoint a successor Depository within 90 days after receiving such notice or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and the Company fails to appoint a successor Depositary is not appointed by the Company Depository within 90 days after the date becoming aware of such notice from the Depositary; condition; (ii) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or or (iii) there has shall have occurred and is be continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary Depository shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or but not in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 2.07(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company for Definitive Notes if: (i) the Depositary (A) notifies Company delivers to the Company Trustee notice from Euroclear or Clearstream that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary clearing agency is not appointed by the Company within 90 120 days after the date of such notice from the DepositaryEuroclear or Clearstream; (ii) the Company, at Company in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesTrustee; or (iii) there has occurred and is continuing an Event of Default and the Company delivers to the Trustee notice from the Depositary notifies that it is unwilling or unable to continue to act as Depositary and a successor Xxxxxxxxxx is not appointed by the Trustee of its decision to exchange such Global Note for Definitive NotesCompany within 120 days. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuer for Definitive Notes if: (i1) the Issuer deliver to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and a successor Depositary is not appointed by the Company Issuer within 90 days after the date of such notice from the Depositary; (ii2) the Company, at its option Issuer in their sole discretion determine that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and deliver an Officer’s Certificate to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesTrustee; or (iii3) there has occurred and is continuing an a Default or Event of Default with respect to the Notes and the Depositary notifies Registrar has received a written request from DTC or 30% of the Trustee of its decision to exchange such Global Note for Definitive NotesHolders. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing and the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuer for Definitive Notes if: : (i1) DTC notifies the Depositary Issuer that (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or (B) it has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor Depositary is not appointed by the Company within 90 ninety (90) days after the date of such notice from the Depositary; ; (ii2) the CompanyIssuer, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee and the Registrar in writing that it elects to cause the issuance of the Definitive Notes; or provided that, in no event, shall the Regulation S Global Notes be exchanged by the Issuer for Definitive Notes prior to (iiiA) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Regulation S; or (3) there has occurred and is continuing an a Default or Event of Default with respect to the Notes, and the Depositary notifies the Trustee of its decision to exchange DTC has requested such Global Note for Definitive Notesexchange. Upon the occurrence of any of the preceding events in clauses (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee and the Registrar. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof2.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Notes Depositary or any such nominee to a successor Notes Depositary or a nominee of such successor Notes Depositary. All A beneficial interest in a Global Notes will Note may not be exchanged by the Company for a Definitive Notes if: Note unless (i) the Notes Depositary (Ax) notifies the Company Co-Issuers that it is unwilling or unable to continue to act as Notes Depositary for such Global Note or (By) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Notes Depositary is not appointed by the Company Co-Issuers within 90 120 days after the date of such notice from the Depositary; or (ii) the Company, at its option but subject there shall have occurred and be continuing a Default with respect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iiiii) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Notes Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(b)(ii)(B) and Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (fSection 2.06(c) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarysuccessor. All A beneficial interest in a Global Notes will Note shall be exchanged by the Company exchangeable for a Definitive Notes if: Note if (iA) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or for such Global Note, (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act and, in either caseeach case of (A) or (B) above, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from or (C) in the Depositary; (ii) the Companycase of any Global Note, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has shall have occurred and is be continuing an Event of Default with respect to such Global Note and the Depositary notifies has requested the Trustee issuance of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (iA), (iiB) or (iiiC) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (A) or (B) above and pursuant to (c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a)2.06; provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company for Definitive Notes if: if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, each case the Company fails to appoint a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; ; (ii) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes, subject to the procedures of the Depositary; or provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in accordance with ; or (iii) there has shall have occurred and is be continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 or hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except as provided in this . A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii) the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.09, 2.12, 3.06, 4.11(h), 4.17(c) and 2.10 9.04 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.062.08 or Sections 2.09, 2.07 or 2.10 hereof2.12, 3.06, 4.11(h), 4.17(c) and 9.04, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.08(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.08(b), (c) or (f). Whenever any provision herein (including Sections 3.06, 4.11 or 4.17) hereofrefers to issuance by the Company and authentication and delivery by the Trustee of a new Note in exchange for the portion of a surrendered Note that has not been redeemed or repurchased, as the case may be, in lieu of the surrender of any Global Note and the issuance, authentication and delivery of a new Global Note in exchange therefor, the Trustee or the Depositary at the direction of the Trustee may endorse such Global Note to reflect a reduction in the principal amount represented thereby in the amount of Notes so represented that have been so redeemed or repurchased.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company Issuer for Definitive Notes if:: US-DOCS\75580855.16 ACCO Indenture (i) the Depositary (A) notifies the Company Issuer that it is unwilling or unable to continue to act as a depositary for such Global Note or if at any time the Depositary or (B) has ceased ceases to be a clearing agency registered under the Exchange Act andAct, and in either case, the Issuer fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositarydepositary; (ii) the Company, Issuer in its discretion at its option but subject any time determines not to have any or all the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive NotesNotes represented by such Global Note; or (iii) there has shall have occurred and is be continuing an Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange Notes represented by such Global Note for Definitive NotesNote. Upon the occurrence of any of the preceding events in clauses (i), (ii) or (iii) aboveof this Section 2.2(a), Definitive Notes (x) shall be issued in fully registered form in such denominations and such names as the Depositary shall instruct the TrusteeTrustee in accordance with its customary procedures and (y) will bear the restrictive legend referred to in Section 2.2(g) of this Appendix, unless that legend is not required by applicable law. In such circumstance, the Global Note or Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and, upon a written order of the Issuer signed by an Officer, the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depositary in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Payment of principal of, and premium, if any, and interest on, the Definitive Notes will be payable, and the transfer of the Definitive Notes will be registrable, at the office or agency of the Issuer maintained for such purposes; and no service charge will be made for any registration of transfer or exchange of the Definitive Notes, although the Issuer may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 hereofof the Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, of the Indenture shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.2(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.2(b), (c) or (f) hereofof this Appendix.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i) the Depositary notifies the Issuers (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositary; (ii) the CompanyIssuers, at its their option but subject to the Depositary’s requirements, notifies notify the Trustee in writing that it elects they elect to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing an Event of Default Default, and the Depositary notifies the Trustee of its decision to exchange such Global Note Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Company for Definitive Notes if: if (i1) the Company delivers to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) the Company becomes aware that DTC has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 120 days after the date of such notice from the Depositary; Depositary or the date the Company becomes aware of such circumstance; (ii2) the Company, Company at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause exchange the issuance of the Global Notes (in whole but not in part) for Definitive Notes; or or (iii3) there has shall have occurred and is be continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in clause (i1), (ii2) or (iii3) immediately above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this the applicable provisions of Section 2.06, 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(asubsection 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(bsubsection 2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the The Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii2) the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing a Default or an Event of Default Default, and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as specified above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the Depositary (Aa) notifies the Company that it is unwilling or unable to continue to act as Depositary depositary for the Global Note or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositarydays; (ii2) the Company, at its option but subject to the Depositary’s requirements, notifies notify the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default Default, and the Depositary notifies the Trustee of its decision to exchange such the Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary (in accordance with its customary procedures) shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. None of the Company, the Notes Guarantors or the Trustee will be liable for any delay by the Depositary or any of its Participants in identifying the beneficial owners of the Notes, and the Company, the Notes Guarantors and the Trustee may conclusively rely on and will be protected in relying on instructions from the Depositary or its nominee for all purposes.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Registered Notes if: if (i) the Depositary (Ax) notifies the Company that it is unwilling or unable to continue to act as Depositary depositary for the Restricted Global Notes and the Company thereupon fails to appoint a successor Depositary, or (By) has ceased to be a clearing agency registered under the Exchange Act and the Company fails to appoint a successor, and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; , (ii) the Company, at Company in its option but subject sole discretion determines that the Global Notes should be exchanged for Registered Notes and delivers a written notice to such effect to the Depositary’s requirementsTrustee, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or or (iii) there has occurred and is continuing an a Default or Event of Default and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive NotesDefault. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Registered Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); providedSections 2.06, however2.07, 2.10 and 10.05 hereof, although beneficial interests in a Global Note may be transferred and exchanged as provided in this Section 2.06(b), (c) or (f) hereof2.06.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuer for Definitive Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: (i1) the Issuer delivers to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 days after the date of such notice from the Depositary; (ii2) the CompanyIssuer, at its option but subject to the requirements of the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its decision to exchange such the Global Note Notes for Definitive NotesNotes . Upon the occurrence of any either of the preceding events in (i), (ii1) or (iii2) abovein this Section 2.06(a), Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i1) the Depositary (Aa) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary depositary for the Global Notes or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuers fail to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositarydepositary; (ii2) the CompanyIssuers, at its option but subject to the Depositary’s requirementstheir option, notifies notify the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an a Default or Event of Default and with respect to the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any either of the preceding events in (i), (ii1) or (iii2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.10 306 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 312 or 2.10 Sections 304 or 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a311(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 311(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Second-Priority Notes if: (i1) the Depositary (Aa) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary depositary for the Global Notes or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuers fails to appoint a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositarydepositary; (ii2) the CompanyIssuers, at its option but subject to their option, notify the Depositary’s requirements, notifies the Second-Priority Trustee in writing that it elects to cause the issuance of the Definitive Second-Priority Notes; or (iii3) there has occurred and is continuing an a Default or Event of Default with respect to the Second-Priority Notes and the Depositary notifies the Trustee of its decision to exchange beneficial owner thereof has requested such Global Note for Definitive Notesexchange. Upon the occurrence of any either of the preceding events described in (i), (iiSection 312(a)(1) or (iii) above2), Definitive Second-Priority Notes shall be issued in such names as the Depositary shall instruct the Second-Priority Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.10 306 hereof. Every Second-Priority Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 Sections 304 or 2.10 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Second-Priority Note other than as provided in this Section 2.06(a312(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 312(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, (i) a Dollar Global Note may be transferred, in whole and not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto and (ii) a Euro Global Note may be transferred, in whole and not in part, only to another nominee of the Common Depositary or to a successor thereto or a nominee of such successor thereto. All A beneficial interest in a Global Notes will Note may not be exchanged by for a Definitive Note of the Company for Definitive Notes if: (i) the Depositary same series unless (A) if, with respect to a Dollar Global Note, the Depositary and, with respect to a Euro Global Note, Euroclear or Clearstream, notifies the Company Issuer that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, depositary and a successor Depositary depositary is not appointed by the Company Issuer within 90 120 days after or (B) if the date owner of a Book-Entry Interest requests such notice from exchange in writing delivered through the Depositary; (ii) the Company, at its option but subject to the Depositary’s requirementsEuroclear or Clearstream, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing as applicable, following an Event of Default and the Depositary notifies which results in action by the Trustee of its decision pursuant to exchange such Global Note for Definitive NotesArticle VI hereof. Upon the occurrence of any of the preceding events in clauses (i), (iiA) or (iiiB) above, Definitive Notes shall delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct or the TrusteeCommon Depositary, as applicable (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06, 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events in (A) or (B) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i1) the The Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii2) the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing a Default or an Event of Default Default, and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as specified above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i1) the Issuers deliver to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositarydays; (ii2) the CompanyIssuers, at its their option but subject to the Depositary’s requirementsrules, notifies determine that the Trustee Global Notes (in writing that it elects whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to cause such effect to the issuance of the Definitive NotesTrustee; or (iii3) there has occurred and is continuing an a Default or Event of Default with respect to the Notes, and the Depositary notifies the Trustee of its decision to exchange such the Global Note Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.07 and 2.10 3.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 3.06 or 2.10 Section 3.07 or 3.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a3.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 3.06(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuer for Definitive Notes if: (i1) the Depositary (A) notifies the Company Issuer that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 days after the date of such notice from the Depositary; (ii2) the CompanyIssuer, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default Default, and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i1) the Issuers deliver to the Trustee notice from the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days after the date of such notice from the Depositarydays; (ii2) the CompanyIssuers, at its their option but subject to the Depositary’s requirementsrules, notifies determine that the Trustee Global Notes (in writing that it elects whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to cause such effect to the issuance of the Definitive NotesTrustee; or (iii3) there has occurred and is continuing an a Default or Event of Default with respect to the Notes, and the Depositary notifies the Trustee of its decision to exchange such the Global Note Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All A beneficial interest in a Global Notes will Note may not be exchanged by the Company for a Definitive Notes if: Note unless (i) the Depositary (A) notifies the Company Issuer that it is unwilling or unable to continue to act as Depositary for the Global Notes or (B) has ceased the Depositary ceases to be a “clearing agency agency” registered under the Exchange Act and, in either case, and a successor Depositary depositary is not appointed by the Company Issuer within 90 days after the date of such notice from the Depositary; notice, (ii) the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has shall have occurred and is be continuing an Event of Default and with respect to the Depositary notifies Notes or (iii) under the Trustee of its decision to exchange such Global Note for Definitive Notescircumstances set forth in Section 2.06(k). Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.06(c) or (e) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c), (j) or and (fk) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All A Global Notes will be exchanged by the Company Issuers for Definitive Notes if: (i1) the Depositary (Aa) notifies the Company that it is unwilling or unable to continue to act as Depositary depositary for the Global Note or (Bb) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositarydays; (ii2) the Company, at its option but subject to the Depositary’s requirements, notifies notify the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii3) there has occurred and is continuing an Event of Default Default, and the Depositary notifies the Trustee of its decision to exchange such the Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Definitive Notes shall be issued in such names as the Depositary (in accordance with its customary procedures) shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. None of the Issuers, the Guarantors or the Trustee will be liable for any delay by the Depositary or any of its Participants in identifying the beneficial owners of the Notes, and the Issuers, the Guarantors and the Trustee may conclusively rely on and will be protected in relying on instructions from the Depositary or its nominee for all purposes.

Transfer and Exchange of Global Notes. (a) A Global Note may be transferred, in whole but not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:. (ib) If at any time, (1) the Depositary (A) notifies the Company that it is unwilling or unable to continue to act as Depositary or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either each case, a successor Depositary depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; appointed, (ii2) the Company, at its option but subject to the Depositary’s requirementsoption, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or Notes in certificated form, or (iii3) there has occurred and is continuing an Event of Default with respect to the Notes, then the Company shall execute, and, subject to Article 2 of the Base Indenture, the Trustee, upon written notice from the Company, shall authenticate and make available for delivery the Depositary notifies Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Trustee principal amount of its decision the Global Note in exchange for such Global Note. In such event the Company shall execute, and subject to Section 2.07 of the Base Indenture, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, shall authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such Global Note. Upon the exchange of the Global Note for Definitive Notes. Upon such Notes in definitive registered form without coupons, in authorized denominations, the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes Global Note shall be canceled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Depositary Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Global The Trustee shall deliver such Notes also may be exchanged or replaced, to the Depositary for delivery to the Persons in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereofwhose names such Securities are so registered.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. All Global Notes will be exchanged by the Company for Definitive Notes if: if (i) the Depositary (A) notifies Company delivers to the Company Trustee notice from the Depository that it is unwilling or unable to continue to act as Depositary Depository or (B) has ceased that it ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 90 days after the date of such notice from the Depositary; Depository or of such cessation, (ii) the Company, at Company in its option sole discretion determines that the Global Notes (in whole but subject not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or or (iii) there has occurred and is continuing an Event of Default has occurred or is continuing and the Depositary notifies Registrar has received a request from the Trustee of its decision Depository to exchange such Global Note for issue Definitive Notes. Upon the occurrence of any of the preceding events in clauses (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary Depository shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 2.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, 2.06 or Section 2.07 or 2.10 2.09 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.