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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) 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 2.08 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) 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 exchangeable pursuant to Section 2.08 of the Issuer Original Indenture for Definitive Notes if: (1a) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 90 days after the date of such notice from the Depositary; (2b) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or (3c) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes represented by such Global Note shall have occurred and be continuing and the Holders of a majority in principal amount of the Notes have requested the Issuers to issue Definitive Notes. Upon the occurrence of either any of the preceding events in clause (1a), (b) or (2c) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Issuers and the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.09 and 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 or Sections 2.07 or 2.08 hereof, shall be authenticated and delivered in 2.11 of the form of, and shall be, a Global NoteOriginal Indenture. A Global Note may not be exchanged for another a Definitive Note other than as provided in this Section 2.06(a), 3.01; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) Section 3.02 or (f) 3.03 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 Issuer Company for Definitive Notes if: (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1i) or (2ii) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b), (c) or (fd) hereof.

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 Issuer Company for Definitive Notes if: (1) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; (2) the Issuer Company, in its sole discretion discretion, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes and Holders have requested Definitive Notes. Upon the occurrence of either any of the preceding events in (11),(2) or (23) 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 2.08 hereof2.10 of 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 or Sections 2.07 Section 2.08 or 2.08 hereof2.10 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(a)Section, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 2.3(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 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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if so requests and there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names as the Depositary in accordance with the Applicable Procedures shall instruct the TrusteeNote Registrar. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.08 hereof. Every Except as provided 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 or Sections Section 2.07 or 2.08 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. Any Note that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) or (fc) 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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) 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 2.08 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 or Sections Section 2.07 or Section 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) 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 Issuer Company for Definitive Notes if: (1) such Depositary notifies the Issuer delivers to the Trustee notice from the Depositary Company that it is unwilling or unable to continue to act as Depositary for a Global Note or that it 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 Issuer Exchange Act within 120 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; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes Company executes and delivers a written notice to such effect to the TrusteeTrustee an Officers’ Certificate to the effect that such Global Note shall be so exchangeable; or (3) upon request from the such Depositary if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notessuch Global Note. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued 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 2.08 hereof2.8 2.11 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 3.2 or Sections 2.07 or 2.08 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), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 3.2(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 Issuer Issuers for Definitive Notes in a minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: (1) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes and the Depositary notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes. Upon the occurrence of either of the preceding events in (1) or (2) 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 2.08 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 or Sections 2.07 or 2.08 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), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 The Company shall exchange Global Notes will be exchanged by the Issuer for Definitive Notes if: : (1) the Issuer Company delivers to the Trustee a notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or 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 Issuer Company within 120 days after the date of such notice from the Depositary; ; (2) the Issuer in Company at its sole discretion option determines that the Global Notes (in whole but not in part) should shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notesshall have occurred and be continuing. Upon the occurrence of either any of the preceding events in clauses (1), (2) or (23) above, Definitive Notes shall be issued in denominations of US$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 and 2.08 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 or Sections Section 2.07 or 2.08 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), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Sections Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except except, as a whole 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 Issuer for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer delivers to the Trustee written notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that is it has ceased to be is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2ii) if the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Temporary Regulation S Global Note be exchanged by the Issuer for Definitive Notes prior to (3A) 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 (iii) upon request from of Holders of a majority of the Depositary aggregate principal amount of outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon In any such case, the occurrence Issuer shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive certificated Notes shall be issued in to each Person that such names Participants, Indirect Participants and DTC jointly identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

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 Issuer for Definitive Notes if: : (1) the Issuer Company delivers to the Trustee a notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or 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 Issuer Company within 120 days after the date of such notice from the Depositary; ; (2) the Issuer in Company at its sole discretion option determines that the Global Notes (in whole but not in part) should shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notesshall have occurred and be continuing. Upon the occurrence of either any of the preceding events in clauses (1), (2) or (23) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Sections 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 Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, and upon the surrender by the Depositary of the Global Notes, Definitive Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) 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 2.08 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 or Sections 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) or (fc) 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 Issuer Issuers for Definitive Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: (1) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 90 days after the date of such notice from the Depositary;; or (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect and the Depositary notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes. Upon the occurrence of either of the preceding events in (1) or (2) 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 2.08 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 or Sections 2.07 or 2.08 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), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Issuer Company for Definitive Notes if: (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3iii) upon request from the Depositary if there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1i), (ii) or (2iii) 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 2.08 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 2.07(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 The Company shall exchange Global Notes will be exchanged by the Issuer for Definitive Notes if: : (1) the Issuer Company delivers to the Trustee a notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or 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 Issuer Company within 120 days after the date of such notice from the Depositary; ; (2) the Issuer in Company at its sole discretion option determines that the Global Notes (in whole but not in part) should shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notesshall have occurred and be continuing. Upon the occurrence of either any of the preceding events in clauses (1), (2) or (23) 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 2.08 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 2.6 or Sections 2.07 Section 2.7 or 2.08 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), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Sections 2.06(bSection 2.6(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 exchangeable pursuant to Section 2.08 of the Issuer Original Indenture for Definitive Notes if: (1a) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 90 days after the date of such notice from the Depositary; (2b) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or (3c) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes represented by such Global Note shall have occurred and be continuing and the Holders of a majority in principal amount of such Notes have requested the Issuers to issue Definitive Notes. Upon the occurrence of either any of the preceding events in clause (1a), (b) or (2c) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Issuers and the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.09 and 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 or Sections 2.07 or 2.08 hereof, shall be authenticated and delivered in 2.11 of the form of, and shall be, a Global NoteOriginal Indenture. A Global Note may not be exchanged for another a Definitive Note other than as provided in this Section 2.06(a), 3.01; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) Section 3.02 or (f) 3.03 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 exchangeable pursuant to Section 2.08 of the Issuer Original Indenture for Definitive Notes if: (1a) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 90 days after the date of such notice from the Depositary; (2b) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or (3c) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes represented by such Global Note shall have occurred and be continuing and the Holders of a majority in principal amount of the Notes have requested the Issuers to issue Definitive Notes. Upon the occurrence of either any of the preceding events in (1a), (b) or (2c) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Issuers and the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.09 and 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 or Sections 2.07 or 2.08 hereof, shall be authenticated and delivered in 2.11 of the form of, and shall be, a Global NoteOriginal Indenture. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), 3.01; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) Section 3.02 or (f) 3.03 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 Issuer Company for Definitive Notes if: (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 2.08 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 or Sections 2.07 or 2.08 2.10 hereof, shall be authenticated and delivered by the Trustee, upon receipt of an Authentication Order, 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Issuer in at its sole discretion option determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer 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 (3) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes and the Depositary requests the issuance of Definitive Notes. Upon the occurrence of either any of the preceding events in clause (1), (2) or (23) above, Definitive Notes shall be issued in such names and in such approved denominations as the Depositary shall instruct (in accordance with its customary procedures) the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof.Section

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 Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; ; (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 2.08 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 2.07(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 Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; ; or (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) provided that in no event shall the Regulation S Global Note be exchanged by the Company for Definitive Notes prior to the expiration of the Restricted Period. Global Notes may also be, subject to compliance with the terms of this Section 2.9, exchanged for Definitive Notes upon the request from the Depositary of any holder of Notes if there an Event of Default has occurred and is continuing for a Default or Event period of Default with respect to the Notesat least 180 days. Upon the occurrence of either any of the preceding events in (1) or (2) aboveevents, 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 2.10 and 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 or Sections 2.07 or 2.08 hereof, shall be authenticated and delivered in 2.12 of 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereofIndenture.

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 Issuer for Definitive Notes if: if (1i) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 90 days after the date of such notice from the Depositary; , (2ii) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive individual Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default shall have occurred and be continuing with respect to the Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 2.08 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 or Sections 2.07 or 2.08 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)4, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) Section 4.2, 4.3 or (f) 4.6 hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except except, as a whole 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 Issuer for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer delivers to the Trustee written notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2ii) if the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (3A) 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 (iii) upon request from of Holders of a majority of the Depositary aggregate principal amount of outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon In any such case, the occurrence Issuer shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive certificated Notes shall be issued in to each Person that such names Participants, Indirect Participants and DTC jointly identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) 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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be registered in such names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct (in accordance with the TrusteeApplicable Procedures) and will bear the Private Placement Legend unless that legend is not required by applicable law. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.08 hereof. Every Except as 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 or Sections 2.07 or and 2.08 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. Any Note that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b), (c) or (f) hereof. Except as set forth above or to the extent the Issuer in its sole discretion determines that beneficial interests in the Global Notes should be permitted to be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee, beneficial interests in a Global Note may not be exchanged for Definitive Notes. In the event that the Issuer permits beneficial interests in the Global Notes to be exchanged for Definitive Notes, then such beneficial interests may be so exchanged as provided in Section 2.06(c).

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 Issuer Issuers for Definitive Notes if: (1) the Issuer delivers to Depositary (a) notifies the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue to act as Depositary depositary for the Global Notes or that it (b) 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 Issuer within 120 days after the date of such notice from the Depositarydepositary; (2) the Issuer Issuers, at their option, notify the Trustee in its sole discretion determines writing that they elect to cause the Global Notes (in whole but not in part) should be exchanged for issuance of the Definitive Notes and delivers a written notice to such effect to the TrusteeNotes; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the NotesNotes and the beneficial owner thereof has requested such exchange. Upon the occurrence of either of the preceding events described in (1Section 3.11(a)(1) or (2) 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 2.08 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 Sections 3.04 or Sections 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 3.11(b) or (fc) 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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be registered in such names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct (in accordance with its customary procedures) and will bear the TrusteePrivate Placement Legend unless that legend is not required by applicable law. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 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 or Sections Section 2.07 or 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, that beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) or (f) hereof. Except as set forth above or to the extent the Issuer in its sole discretion determines that beneficial interests in the Global Notes should be permitted to be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee, beneficial interests in a Global Note may not be exchanged for Definitive Notes. In the event that the Issuer permits beneficial interests in the Global Notes to be exchanged for Definitive Notes, then such beneficial interests may be so exchanged as provided in Section 2.06(c).

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 Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; , (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or , or (3iii) upon request from the Depositary if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the NotesDefault. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 2.08 2.10 hereof. Every Except as set forth in the second sentence of 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) 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 Issuer for Definitive Registered Notes if: if (1i) the Issuer delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Registered Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Registered Notes shall be issued 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 2.08 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

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 Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; , (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 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 Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; , (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 and 2.08 2.12 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 2.08 or Sections 2.07 2.09 or 2.08 2.12 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(a2.08(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 2.08(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 be exchanged by the Issuer Company for Definitive Certificated Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary Depository (A) that it is unwilling or unable to continue to act as Depositary or that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, Depository and a successor Depositary Depository is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depository or (2B) that it is no longer a clearing agency registered under the Exchange Act and a successor Depository is not appointed by the Company within 90 days after the date of such notice from the Depository, (ii) the Issuer Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global issuance of Certificated Notes or (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3iii) upon request from of the Depositary Trustee or Holders of a majority of the aggregate principal amount of outstanding 7 1/8% Notes if there has shall have occurred and is be continuing a Default or Event of Default with respect to the 7 1/8% Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) above, Definitive upon surrender by the Depositary of the Global Note, Certificated 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 2.8 and 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 or Sections 2.07 or 2.08 hereof, shall be authenticated and delivered in 2.11 of the form of, and shall be, a Global NoteIndenture. A Global Note may not be exchanged for another 7 1/8% Note other than as provided in this Section 2.06(a), 6.01(a) of this Twelfth Supplemental Indenture; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 6.01(b), (c) or (f) hereofof this Twelfth Supplemental Indenture.

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 Issuer Company for Definitive Certificated Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary Depository (A) that it is unwilling or unable to continue to act as Depositary or that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, Depository and a successor Depositary Depository is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depository or (2B) that it is no longer a clearing agency registered under the Exchange Act and a successor Depository is not appointed by the Company within 90 days after the date of such notice from the Depository, (ii) the Issuer Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global issuance of Certificated Notes or (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3iii) upon request from of the Depositary Trustee or Holders of a majority of the principal amount of outstanding 6 3/4% Notes if there has shall have occurred and is be continuing a Default or Event of Default with respect to the 6 3/4% Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) above, Definitive upon surrender by the Depositary of the Global Note, Certificated 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 2.8 and 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 or Sections 2.07 or 2.08 hereof, shall be authenticated and delivered in 2.11 of the form of, and shall be, a Global NoteIndenture. A Global Note may not be exchanged for another 6 3/4% Note other than as provided in this Section 2.06(a), 6.01(a) of this Nineteenth Supplemental Indenture; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 6.01(b), (c) or (f) hereofof this Nineteenth Supplemental Indenture.

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 Issuer Issuers for Definitive Notes if: if (1i) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 days after the date of such notice from the Depositary; , (2ii) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or or (3iii) upon request from the Depositary if there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1i), (ii) or (2iii) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Issuer Issuers for Definitive Notes if: (1) the Issuer delivers to Depositary (a) notifies the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue to act as Depositary depositary for the Global Notes or that it (b) 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 Issuer within 120 days after the date of such notice from the Depositarydepositary; (2) the Issuer Issuers, at their option, notify the Trustee in its sole discretion determines writing that it elects to cause the Global Notes (in whole but not in part) should be exchanged for issuance of the Definitive Notes and delivers a written notice to such effect to the TrusteeNotes; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the NotesNotes and the beneficial owner thereof has requested such exchange. Upon the occurrence of either of the preceding events described in (1Section 312(a)(1) or (2) 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 2.08 306 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 Sections 304 or Sections 2.07 or 2.08 306 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 312(b) or (fc) 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 Issuer Issuers for Definitive Notes if: (1) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it 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 Issuer Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice deliver an Officers’ Certificate to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the NotesNotes and the Registrar has received a written request from DTC or 25% of the Holders. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing and the Issuers 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 2.07 and 2.08 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 or Sections Section 2.07 or 2.08 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), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Holders of Book-Entry Interests in 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 not be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers entitled to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 days after the date receive physical delivery of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (or of any individual bearer note representing a portion thereof. Any transfer of a Book-Entry Interest in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default Global Note or Event of Default with respect to the Notes. Upon the occurrence of either payment of the preceding events principal, interest or premium, if any, on such interests in (1) the Global Notes other than through the X/N System or (2) aboveits Participants and/or Indirect Participants, Definitive Notes shall not be issued in such names as enforceable against the Depositary shall instruct the TrusteeIssuer. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and Section 2.08 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 or Sections 2.07 or 2.08 hereof, 2.3 shall be authenticated and delivered in the form of, and shall be, a Global Note. , except in connection with the issuance of Definitive Registered Notes as provided in Sections 2.3(e) and 2.3(f) A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a)the Global Notes Legend. However, however, beneficial interests Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bthis Section 2.3. All Global Notes will be exchanged by the Issuer in whole, but not in part, for Definitive Registered Notes, in respect of which Definitive Registered Certificates will be issued, in the event that: (1) or (fA) hereof.the NBB ceases to operate the X/N System and no successor-operator has been appointed within 15 days after the date on which NBB gives notice of such fact to the Issuer and the Principal Paying and Domiciliary Agent; or

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 Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it has ceased ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depository or of such cessation, (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Noteshas occurred or is continuing. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Custodian or a nominee of the Depositarysuch Custodian, by a Custodian or a nominee of the Depositary such Custodian to the such Depositary or to another nominee or Custodian of the such Depositary, or by the such Custodian or Depositary or any such nominee to a successor Depositary or Custodian or a nominee of such successor Depositarythereof. All Global Notes will be exchanged by the Issuer for Definitive Notes ifNotes: (1) if DTC notifies the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it 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 Issuer within 120 days after the date of such notice from the Depositary90 days; (2) the Issuer in its sole discretion determines that the Global Notes (in whole whole, but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to , if the TrusteeIssuer so requests; or (3) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in clauses (1) or through (23) above, the Issuer will issue or cause to be issued Definitive Notes shall be issued in such names as the relevant Depositary shall will instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) or (fc) 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 Issuer Company for Definitive Notes if: Notes, subject to any applicable laws, only if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it (A) the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be (B) the Depositary is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; , (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3ii) upon request from of the Depositary Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes or (iii) if the Company notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes. Upon In any such case, the occurrence Company shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive certificated Notes shall be issued in to each Person that such names Participants, Indirect Participants and DTC jointly identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

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 Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depositary or of such cessation, (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Noteshas occurred or is continuing. Upon the occurrence of either of the preceding events in (1i), (ii) or (2iii) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) or (fc) hereof.

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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such written notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in clause (1) or (2) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or and (fc) hereof.

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 Issuer Company for Definitive Notes if: (1) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; (2) the Issuer Company, in its sole discretion discretion, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (11),(2) or (23) 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 2.08 hereof2.10 of 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 or Sections 2.07 Section 2.08 or 2.08 hereof2.10 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(a)Section, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 2.3(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 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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) 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 2.08 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 or Sections Section 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) 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 be exchanged by the Issuer Company for Definitive Notes if: only if (1i) the Issuer Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it has ceased ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depository or of such cessation, (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) has occurred or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trusteeis continuing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.08 hereof306 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 1.02 or Sections 2.07 or 2.08 hereof304 and 305 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(a1.02(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (fSection 1.02(b) 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 Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depositary or of such cessation (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Noteshas occurred or is continuing. Upon the occurrence of either of the preceding events in (1i), (ii) or (2iii) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 The Issuer shall exchange Global Notes will be exchanged by the Issuer for Definitive Notes if: : (1) the Issuer delivers to the Trustee a notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2) the Issuer in at its sole discretion option determines that the Global Notes (in whole but not in part) should shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notesshall have occurred and be continuing. Upon the occurrence of either any of the preceding events in clauses (1), (2) or (23) 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 2.08 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 2.6 or Sections 2.07 Section 2.7 or 2.08 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), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Sections 2.06(bSection 2.6(b), (c), (d), (e) or (fh) 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 Issuer Authority for Definitive Notes if: (1i) the Issuer Authority delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Authority within 120 days after the date of such notice from the Depositary;; or (2ii) the Issuer Authority in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1i) or (2ii) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; , (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 and 2.08 2.12 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 2.08 or Sections 2.07 Section 2.09 or 2.08 2.12 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(a2.08(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 2.08(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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it 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 Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice deliver an Officer’s Certificate to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the NotesNotes and the Registrar has received a written request from DTC or 30% of the Holders. Upon the occurrence of either any of the preceding events in (1), (2) or (23) 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 2.07 and 2.08 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 or Sections Section 2.07 or 2.08 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), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) 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 2.08 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 or Sections Section 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Issuer Company for Definitive Notes if: , and only if, either (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it 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 Issuer Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has shall have occurred and is continuing a Default or an Event of Default with respect and any owner of a beneficial interest in a Global Note so requests, then, upon surrender by the Global Note Holder of a Global Note, Notes in the form of Definitive Notes will be issued to each person that the Global Note Holder and the Depositary identify as being the beneficial owner of the related Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 2.08 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 or Sections 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if so requests and there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names as the Depositary in accordance with the Applicable Procedures shall instruct the TrusteeNote Registrar. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.08 hereof. Every Except as provided 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 or Sections Section 2.07 or 2.08 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. Any Note that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Issuer Issuers for Definitive Notes if: in denominations of $2,000 and integral multiples of $1,000 in excess thereof if (1i) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 90 days after the date of such notice from the Depositary; ; (2ii) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes and the Depositary notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes. Upon the occurrence of either of the preceding events in (1i) or (2ii) 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 2.08 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 or Sections 2.07 or 2.08 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), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) ), or (fc) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except except, as a whole 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 Issuer Issuers for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer delivers Issuers deliver to the Trustee written notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2ii) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or provided that in no event shall the Temporary Regulation S Global Note be exchanged by the Issuers for Definitive Notes prior to (3A) 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 (iii) upon request from of the Depositary Required Holders if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon In any such case, the occurrence Issuers shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive certificated Notes shall be issued in to each Person that such names Participants, Indirect Participants and DTC jointly identify as being the Depositary shall instruct Beneficial Owner of the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

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 Issuer Issuers for Definitive Notes if: (1i) the Issuer delivers to the Trustee notice from if the Depositary (A) notifies the Issuers that it is unwilling or unable to continue to act as Depositary for the Global Notes and the Issuers fail to appoint a successor Depositary within 90 days after receiving such notice or that it (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and the Issuers fail to appoint a successor Depositary is not appointed within 90 days after becoming aware of such condition; (ii) if the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes; provided that in no event shall the Regulation S Global Note be exchanged by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged Issuers for Definitive Notes and delivers a written notice to such effect to other than in accordance with Section 2.6(c)(2); or (iii) at the Trustee; or (3) upon request from of the Depositary Holders, if there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

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 of a series will be exchanged by the Issuer Company for Definitive Notes if: (1) the Issuer Company delivers to the Trustee notice from the Depositary that (A) it is unwilling or unable to continue to act as Depositary or that it 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 Issuer Company within 120 90 days after the date of such notice from the Depositary;Depositary or (B) it is no longer a clearing agency registered under the Exchange Act; or (2) the Issuer Company in its sole discretion determines that the Global Notes of such series (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) 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 2.07 2.08 and 2.08 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 2.02 or Sections 2.07 Section 2.08 or 2.08 hereof2.11 of the Base Indenture, 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), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b2.02(b), (c) or (fg) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except except, as a whole 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 Issuer Issuers for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer delivers Issuers deliver to the Trustee written notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that is it has ceased to be is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2ii) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Temporary Regulation S Global Note be exchanged by the Issuers for Definitive Notes prior to (3A) upon request from the Depositary 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; (iii) if there has an Event of Default shall have occurred and is continuing with respect to the Notes and the Depositary shall have requested in writing (or a Default beneficial owner shall have requested in writing delivered through the Depositary) the issuance of Definitive Notes following such occurrence; or (iv) upon request of the Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there shall have occurred and be continuing an Event of Default with respect to the Notes. Upon In any such case, the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes Issuers 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 2.08 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof.notify

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 Issuer Company for Definitive Notes if: Notes, subject to any applicable laws, only if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it (A) the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be (B) the Depositary is no longer 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 Issuer within 120 90 days after the date of such notice from the Depositary; , (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3ii) upon request from of the Depositary Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes or (iii) if the Company notifies the Trustee that it elects to cause the issuance of Definitive Notes. Upon In any such case, the occurrence Company will notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either their interests in such Global Note, certificated Notes will be issued to each Person that such Participants, Indirect Participants and DTC jointly identify as being the beneficial owner of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) 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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) 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 2.08 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof.or

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 Issuer for Definitive Notes if: : (1) the Issuer Company delivers to the Trustee a notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or 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 Issuer Company within 120 days after the date of such notice from the Depositary; ; (2) the Issuer in Company at its sole discretion option determines that the Global Notes (in whole but not in part) should shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notesshall have occurred and be continuing. Upon the occurrence of either any of the preceding events in clauses (1), (2) or (23) 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 and 2.08 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 or Sections Section 2.07 or 2.08 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), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Sections 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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the NotesNotes and the Depositary has so requested. Upon the occurrence of either any of the preceding events in (1), (2) or (23) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) or (fc) 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 Issuer shall exchange Global Notes will be exchanged by the Issuer for Definitive Notes if: : (1) the Issuer delivers to the Trustee a notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2) the Issuer in at its sole discretion option determines that the Global Notes (in whole but not in part) should shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notesshall have occurred and be continuing. Upon the occurrence of either any of the preceding events in clauses (1), (2) or (23) 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 2.08 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 2.6 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof.Section

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 Issuer for Definitive Notes if: : (1) the Issuer Company delivers to the Trustee a notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or 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 Issuer Company within 120 days after the date of such notice from the Depositary; ; (2) the Issuer in Company at its sole discretion option determines that the Global Notes (in whole but not in part) should shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notesshall have occurred and be continuing. Upon the occurrence of either any of the preceding events in clauses (1), (2) or (23) above, Definitive Notes shall be issued in denominations of US $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 2.08 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 2.6 or Sections 2.07 Section 2.7 or 2.08 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), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Sections 2.06(bSection 2.6(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 Issuer Issuers for Definitive Notes if: only if (1) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer Issuers within 120 days after the date of such notice from the Depositary; , (2) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or Trustee or (3) upon an Event of Default entitling the Holders to accelerate shall have occurred and be continuing and the Registrar has received a written request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the issue Definitive Notes. Upon the occurrence of either any of the preceding events in clause (1), (2) or (23) above, Definitive Notes shall be issued in minimum denominations of $2,000 or integral multiples of $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 2.08 2.10 hereof. Every Note authenticated certified and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof.Section

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 Issuer Company for Definitive Notes if: Notes, subject to any applicable laws, only if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it (A) the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be (B) the Depositary is no longer 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 Issuer within 120 90 days after the date of such notice from the Depositary; , (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3ii) upon request from of the Depositary Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes or (iii) if the Company notifies the Trustee that it elects to cause the issuance of Definitive Notes. Upon In any such case, the occurrence Company will notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either their interests in such Global Note, certificated Notes will be issued to each Person that such Participants, Indirect Participants and DTC jointly identify as being the beneficial owner of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) 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 Issuer Co-Issuers for Definitive Notes if: (1) the Issuer delivers Co-Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Co-Issuers within 120 days after the date of such notice from the Depositary; (2) the Issuer Co-Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bclauses (b), (c) or (f) of Section 2.06 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 Issuer Company for Definitive Certificated Notes if: (1) the Issuer Company delivers to the Trustee notice from the Depositary, or the Depositary notifies the Trustee in writing,, that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; (2) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Certificated Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Temporary Regulation S Global Note be exchanged by the Company for Certificated Notes prior to (A) the expiration of the Distribution Compliance Period and (B) the receipt by the Company and Trustee of any certificates required pursuant to Rule 903 under the Securities Act; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Certificated 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 2.08 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except except, as a whole 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 Issuer Issuers for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer delivers Issuers deliver to the Trustee written notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that is it has ceased to be is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2ii) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Temporary Regulation S Global Note be exchanged by the Issuers for Definitive Notes prior to (3A) 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 (iii) upon request from of the Depositary Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon In any such case, the occurrence Issuers shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive certificated Notes shall be issued in to each Person that such names Participants, Indirect Participants and DTC jointly identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except except, as a whole whole, 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 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 Global Notes will shall be exchanged by the Issuer Issuers for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer delivers Issuers deliver to the Trustee written notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that is it has ceased to be is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; ; or (2ii) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has an Event of Default shall have occurred and is continuing a Default or Event of Default with respect to the NotesNotes and the Depositary shall have requested in writing (or a beneficial owner shall have requested in writing delivered through the Depositary) the issuance of Definitive Notes following such occurrence. Upon In any such case, the occurrence Issuers shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive certificated Notes shall be issued in to each Person that such names as Participants, Indirect Participants and the Depositary shall instruct jointly identify as being the Trusteebeneficial owner of the related Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

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 Issuer Company for Definitive Notes if: (1i) the Issuer Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Issuer Company within 120 ninety (90) days after the date of such notice from the DepositaryDepository; (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3iii) upon request from the Depositary if there an Event of Default has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 2.8 and 2.08 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 3.12 or Sections 2.07 or 2.08 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(a3.12(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 3.12(c) or (fd) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except except, as a whole 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 Issuer for Definitive Notes if: Notes, subject to any applicable Laws, only (1i) if the Issuer delivers to the Trustee written notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that is it has ceased to be is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2ii) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3iii) upon request from of the Depositary Holders of a majority in aggregate principal amount of the then outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon In any such case, the occurrence Issuer shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive certificated Notes shall be issued in to each Person that such names Participants, Indirect Participants and DTC jointly identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

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 Issuer for Definitive Notes if: only if (1) the Issuer Company delivers to the Trustee notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or 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 Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2) the Issuer in Company at its sole discretion option determines that the Global Notes (in whole but not in part) should shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notesshall have occurred and be continuing. Upon the occurrence of either any of the preceding events in clauses (1), (2) or (23) 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 and 2.08 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 or Sections Section 2.07 or 2.08 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), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Sections 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 Issuer Company for Definitive Notes if: if (1i) DTC (A) notifies the Issuer delivers to the Trustee notice from the Depositary 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 120 days after receiving such notice or that it (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 Issuer within 120 days after the date becoming aware of such notice from the Depositary; condition; (2ii) the Issuer Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part) should ); provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes and delivers a written notice to such effect to the Trusteeother than in accordance with Section 2.07(c)(ii); or or (3iii) upon request from the Depositary if there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 2.08 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

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 Issuer shall exchange Global Notes will be exchanged by the Issuer for Definitive Notes if: : (1) the Issuer delivers to the Trustee a notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2) the Issuer in at its sole discretion option determines that the Global Notes (in whole but not in part) should shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notesshall have occurred and be continuing. Upon the occurrence of either any of the preceding events in clauses (1), (2) or (23) 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 2.08 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 2.6 or Sections 2.07 Section 2.7 or 2.08 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), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Sections 2.06(bSection 2.6(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 Issuer Issuers for Definitive Notes if: if (1i) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Issuer Partnership for Definitive Notes if: (1) the Issuer Partnership delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Partnership within 120 days after the date of such notice from the Depositary; (2) the Issuer Partnership in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1Section 2.06(a)(1) or (2) above2.06(a)(2), 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b), 2.06(c) or (f2.06(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 Issuer Company for Definitive Notes if: (1) the Issuer delivers to Depositary (A) notifies the Trustee notice from the Depositary Company that it is unwilling or unable to continue to act as Depositary and the Depositary fails to appoint a successor Depositary or that it (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 Issuer within 120 days after the date of such notice from the DepositaryAct; (2) the Issuer Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global Notes (in whole but not in part) should be exchanged for issuance of the Definitive Notes and delivers a written notice to such effect to the TrusteeNotes; or (3) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes. ; Upon the occurrence of either of the preceding events in (1) or (2) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 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 Issuer Company for Definitive Notes if: only if (1i) the Issuer Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it has ceased ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depository or of such cessation, (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) has occurred or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trusteeis continuing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.04 and 2.08 hereof3.06 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 1.02 or Sections 2.07 or 2.08 hereof3.04 and 3.05 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(a1.02(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (fSection 1.02(b) 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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary or DTC Participant 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) or (fc) 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 Issuer Company for Definitive Notes if: (1) the Issuer Company delivers to the Trustee notice from the Depositary that (A) it is unwilling or unable to continue to act as Depositary or that it 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 Issuer Company within 120 90 days after the date of such notice from the Depositary;Depositary or (B) it is no longer a clearing agency registered under the Exchange Act; or (2) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) 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 2.07 and 2.08 hereofthe 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 3.02 or Sections 2.07 or 2.08 hereofthe Base Indenture, 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(a3.02(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b3.02(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 In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes will be exchanged by the Issuer for Definitive Notes if: (1i) the Issuer Company delivers to the Trustee Trustee, a notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary;; or (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive the Global Notes shall be issued deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall, upon receipt of an Authentication Order from the Company in such names as the form of an Officers' Certificate, authenticate and deliver, to each beneficial owner identified by the Depositary shall instruct in writing in exchange for its beneficial interest in the TrusteeGlobal Noted, an equal aggregate principal amount of Definitive Notes of authorized denominations. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.08 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(a) or Sections Section 2.07 or 2.08 2.10 hereof, shall be authenticated and delivered in the form of, and shall bebe (except where exchanged for a definitive Note as described above), a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a) or (c), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) or (fc) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except except, as a whole 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 Issuer for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer delivers to the Trustee written notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that is it has ceased to be is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2ii) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3iii) upon request from of Holders of a majority of the Depositary aggregate principal amount of outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon In any such case, the occurrence Issuer shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive certificated Notes shall be issued in to each Person that such names Participants, Indirect Participants and DTC jointly identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

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 Issuer for Definitive Notes ifRegistered Notes: (1) if Euroclear or Clearstream notifies the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, and a successor Depositary Xxxxxxxxxx is not appointed by the Issuer within 120 days after the date of such notice from the Depositary;days; or (2) if the Issuer owner of a Book-Entry Interest requests such exchange in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing writing delivered through either Euroclear or Clearstream following a Default or Event of Default with respect to the Notesunder this Indenture. Upon the occurrence of either any of the preceding events in clauses (1) or through (2) above, Definitive Notes the Issuer shall issue or cause to be issued Definitive Registered Notes in such names as the relevant 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 2.08 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 or Sections Section 2.07 or 2.08 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Notwithstanding anything herein to the contrary, a Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests . Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b) or (fc) 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 Issuer Company for Definitive Notes if: only if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depositary or of such cessation, (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) has occurred or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trusteeis continuing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.08 hereof306 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 2.06 102 or Sections 2.07 or 2.08 hereof304 and 305 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(a1.02(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (fSection 1.02(b) 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 Issuer Company for Definitive Notes if: only if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depositary or of such cessation, (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) has occurred or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trusteeis continuing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.04 and 2.08 hereof3.06 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 1.02 or Sections 2.07 or 2.08 hereof3.04 and 3.05 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(a1.02(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (fSection 1.02(b) 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 Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3x) upon request from the Depositary if there has occurred expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Note Registrar of Default with respect any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the NotesSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued 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 3.6 and 2.08 3.9 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 3.5 or Sections 2.07 Section 3.6 or 2.08 3.9 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(a3.5(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 3.5(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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary or Issuer 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 2.08 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 or Sections 2.06, Section 2.07 or Section 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 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 Sections Section 2.06(b) or (fc) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except except, as a whole 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 Issuer Issuers for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer delivers Issuers deliver to the Trustee written notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2ii) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or provided that in no event shall the Temporary Regulation S Global Note be exchanged by the Issuers for Definitive Notes prior to (3A) 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 (iii) upon request from of Holders of a majority of the Depositary aggregate principal amount of outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon In any such case, the occurrence Issuers shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive certificated Notes shall be issued in to each Person that such names Participants, Indirect Participants and DTC jointly identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except 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 Common Depositary, or by the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor DepositaryCommon Depositary (but in no event shall such transfer be less than all of a Global Note). All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer Company delivers to the Trustee notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary or that it has ceased a depositary for the Global Notes and the Company fails to be a clearing agency registered under the Exchange Act and, in either case, appoint a successor Depositary is not appointed by the Issuer depositary within 120 90 days after the date of such notice from the Depositary; Depositary or (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3ii) upon request from of the Depositary Trustee at the written direction of Holders of a majority of the aggregate principal amount of the then outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon In any such case, the occurrence Company will notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive Notes shall will be issued in to each Person that such names Participants, Indirect Participants and Euroclear or Clearstream, as applicable, jointly identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.08 hereof2.10. 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 2.6 or Sections 2.07 2.7 or 2.08 hereof2.10, 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), however2.6. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bparagraph (b) or (fc) hereofbelow.

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 Issuer Company for Definitive Notes if: only if (1i) the Issuer Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; , or (2ii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or , or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in clause (1i), (ii) or (2iii) 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 2.08 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 or Sections Section 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Subject to the provisions of this Section 2.07, all Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; ; (2ii) the Issuer Company in its sole discretion at any time determines that not to have all Notes represented by the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3iii) upon request from the Depositary if there has occurred and is continuing a Default or an Event of Default with respect to the Notes represented by such Global Notes shall have occurred and be continuing, and the Trustee has received a request from the Depositary to issue Definitive Notes in lieu of Global Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 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 or Sections 2.07 or 2.08 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note2.11. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 2.07(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 shall be exchanged by the Issuer Company for Definitive Notes if: as provided in Section 2.06(c) hereof if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it has ceased to be is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; , (2ii) a Default has occurred and is continuing or (iii) the Issuer Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1i), (ii) or (2iii) 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 2.08 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 or Sections Section 2.07 or 2.08 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), however, although beneficial interests in a Global Note may be transferred and exchanged as provided in Sections Section 2.06(b), (c) or (fg) 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 Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) 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 2.08 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 or Sections 2.06, Section 2.07 or Section 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 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 Sections 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 Issuer for Definitive Notes if: : (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it 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 Issuer within 120 90 days after the date of such notice from the Depositary; ; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice deliver an Officer’s Certificate to such effect to the Trustee; or or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the NotesNotes and the Registrar has received a written request from DTC or 30% of the Holders. Upon the occurrence of either any of the preceding events in (1), (2) or (23) 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 2.07 and 2.08 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 or Sections Section 2.07 or 2.08 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), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 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 Issuer Issuers for Definitive Notes if: (1i) the Issuer delivers to the Trustee notice from if the Depositary (A) notifies the Issuers that it is unwilling or unable to continue to act as Depositary for the Global Notes and the Issuers fail to appoint a successor Depositary within 90 days after receiving such notice or that it (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and the Issuers fail to appoint a successor Depositary is not appointed within 90 days after becoming aware of such condition; (ii) if the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged Issuers for Definitive Notes and delivers a written notice to such effect to other than in accordance with Section 2.6(c)(2); or (iii) at the Trustee; or (3) upon request from of the Depositary Holders, if there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) 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 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

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 Issuer for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer delivers to the Trustee notice from the Depositary that it (A) the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be (B) the Depositary is no longer 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 Issuer within 120 90 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) upon request from the Depositary if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the NotesNotes and the Depositary so requests. Upon In any such case, the occurrence Issuer will notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either their interests in such Global Note, certificated Notes will be issued to each Person that such Participants, Indirect Participants and DTC jointly identify as being the beneficial owner of the preceding events related Notes; provided that in (1) or (2) above, no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes shall be issued in such names as prior to (A) the Depositary shall instruct expiration of the TrusteeRestricted Period with respect thereto and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.8 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except except, as a whole 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 Issuer Issuers for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer delivers Issuers deliver to the Trustee written notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2ii) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Temporary Regulation S Global Note be exchanged by the Issuers for Definitive Notes prior to (3A) 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 (iii) upon request from of the Depositary Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon In any such case, the occurrence Issuers shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive certificated Notes shall be issued in to each Person that such names as Participants, Indirect Participants and the Depositary shall instruct jointly identify as being the Trusteebeneficial owner of the related Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except except, as a whole 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 Issuer Issuers for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer delivers Issuers deliver to the Trustee written notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that is it has ceased to be is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2ii) the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or provided that in no event shall the Temporary Regulation S Global Note be exchanged by the Issuers for Definitive Notes prior to (3A) 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 (iii) upon request from of Holders of a majority of the Depositary aggregate principal amount of outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon In any such case, the occurrence Issuers shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive certificated Notes shall be issued in to each Person that such names Participants, Indirect Participants and DTC jointly identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except except, as a whole 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 Issuer Issuers for Definitive Notes if: Notes, subject to any applicable laws, only (1i) if the Issuer delivers Issuers deliver to the Trustee written notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that is it has ceased to be is no longer 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 Issuer within 120 days after the date of such notice from the Depositary; ; (2ii) if the Issuer Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Temporary Regulation S Global Note be exchanged by the Issuers for Definitive Notes prior to (3A) 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 (iii) upon request from of Holders of a majority of the Depositary aggregate principal amount of outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon In any such case, the occurrence Issuers shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of either of the preceding events their interests in (1) or (2) abovesuch Global Note, Definitive certificated Notes shall be issued in to each Person that such names as Participants, Indirect Participants and the Depositary shall instruct jointly identify as being the Trusteebeneficial owner of the related Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 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 or Sections 2.07 or 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), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (f) hereof2.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the a Depositary to a Custodian or a nominee of the Depositarysuch Custodian, by a Custodian or a nominee of the Depositary such Custodian to the such Depositary or to another nominee or Custodian of the such Depositary, or by the such Custodian or Depositary or any such nominee to a successor Depositary or Custodian or a nominee of such successor Depositarythereof. All Global Notes will be exchanged by the Issuer Company for Definitive Notes ifRegistered Notes: (1i) if DTC notifies the Issuer delivers to the Trustee notice from the Depositary Company that it is unwilling or unable to continue to act as Depositary or that it 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 Issuer Company within 120 days after the date of such notice from the Depositarydays; (2ii) if DTC ceases to be registered as a clearing agency under the Issuer in its sole discretion determines that Exchange Act and a successor Depositary is not appointed by the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the TrusteeCompany within 120 days; or (3iii) upon request from the Depositary if there has occurred and is continuing any Holder of a Default or Book-Entry Interest so requests such exchange in writing delivered through DTC following an Event of Default with respect to by the NotesCompany under this Indenture. Upon the occurrence of either any of the preceding events in Clauses (1i) or through (2iii) above, Definitive Notes the Company shall issue or 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 2.08 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 or Sections 2.07 or 2.08 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note2.7. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.6(a), however, beneficial interests . Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(bSection 2.6(b) or (fc) hereof.