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

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.062.07, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Certificated Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee has received a written request from in writing that the Depositary Company elects to issue Definitive cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Certificated Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (fh) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the IssuerIssuers, at its their option, notifies notify the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or Notes, (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may will be transferredexchanged for Physical Notes only if: (A) the Depositary notifies the Issuer that is unwilling or unable to continue to act as Depositary for the Global Note and a successor Depositary is not appointed within 90 days; (B) the Depositary is no longer registered as a clearing agency under the Exchange Act and a successor Depositary is not appointed within 90 days; or (C) an Event of Default has occurred and is continuing and the Depositary requests that the Physical Notes be issued in exchange for the Global Note. In each such case, each Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause each Global Note to be cancelled in accordance with the Applicable Procedures, and the Issuer, in whole accordance with Section 3.03, will promptly execute, and, upon receipt of a Company Order, the Trustee will, in accordance with Section 3.03, promptly authenticate and not deliver, for each beneficial interest in parteach Global Note so exchanged, only an aggregate principal amount of Physical Notes equal to another nominee the aggregate principal amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary or specifies, and bearing any legends that such Physical Notes are required to a successor thereto or a nominee of such successor thereto. A bear under Section 3.06. (ii) In addition, if the Issuer, in its sole discretion, determines that any beneficial interest in a Global Note may not will be exchanged exchangeable for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to Physical Notes: (A) the expiration Registrar will deliver notice of such request to the Issuer and the Trustee, which notice will identify the aggregate principal amount of such beneficial interest and the CUSIP of the applicable Restricted Period and relevant Global Note; (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i)Issuer will, (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replacedSection 3.03, promptly execute, and, upon receipt of a Company Order, the Trustee, in whole or accordance with Section 3.03, will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by the owner of the applicable beneficial interest, Physical Notes registered in partsuch owner’s name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest and bearing any legends that such Physical Notes are required to bear under Section 3.06; and (C) the Registrar, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange foraccordance with the Applicable Procedures, or in lieu of, a will cause the principal amount of such Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in decreased by the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any aggregate principal amount of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereofbeneficial interest so exchanged. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, If all of the beneficial interests in a Global Note may are so exchanged, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may will be transferredexchanged for Physical Notes if the Depositary delivers notice to the Company that: (A) the Depositary is unwilling or unable to continue to act as Depositary; or (B) the Depositary is no longer registered as a clearing agency under the Exchange Act; and, in whole each case, the Company promptly delivers a copy of such notice to the Trustee and not the Company fails to appoint a successor Depositary within 90 days after receiving notice from the Depositary. In each such case, each Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause each Global Note to be cancelled in partaccordance with the Applicable Procedures, only and the Company, in accordance with Section 3.04, will promptly execute, and, upon receipt of a Company Order, the Trustee will, in accordance with Section 3.04, will promptly authenticate and deliver, for each beneficial interest in each Global Note so exchanged, an aggregate principal amount of Physical Notes equal to another nominee the aggregate principal amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary specifies, and bearing any legends that such Physical Notes are required to bear under Section 3.07. (ii) In addition, if (x) the Company, in its sole discretion, determines that any Global Note will be exchangeable for Physical Notes or to (y) an Event of Default has occurred and is continuing, in each case, any owner of a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged exchange such beneficial interest for Physical Notes by delivering a Definitive Note unless, and, if applicable, subject written request to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for Registrar. In such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration Depositary will deliver notice of such request to the Company and the Trustee, which notice will identify the owner of the applicable Restricted Period beneficial interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP of the relevant Global Note; (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i)Company will, (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replacedSection 3.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in whole or accordance with Section 3.04, will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered in partsuch owner’s name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest and bearing any legends that such Physical Notes are required to bear under Section 3.07, as provided and (C) the Registrar, in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange foraccordance with the Applicable Procedures, or in lieu of, a will cause the principal amount of such Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in decreased by the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any aggregate principal amount of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereofbeneficial interest so exchanged. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, If all of the beneficial interests in a Global Note may are so exchanged, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to of the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), same series unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes and any Participant requests a Definitive Note in accordance with the Applicable Procedures (although Regulation S Temporary Global Notes at the Issuer’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required other than pursuant to Rule 903(b)(3)(ii)(B)) of Regulation S) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause clauses (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a “clearing agency agency” registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days, (ii) there shall have occurred and be continuing a Default with respect to the IssuerNotes or (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at the Company’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (Aa) the expiration of the applicable Restricted Period and (Bb) the receipt by the Registrar of any certification certificates required under the provisions of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(BRegulation S)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause clauses (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 2.10 hereofSection 2.10. 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 or Sections 2.06, Section 2.07 or 2.10 hereofSection 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause clauses (i), (ii) or (iii) above and pursuant to Section Sections 2.06(c) hereofor (e). A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section Sections 2.06(b), ) and (c) or (f) hereof).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to the Depositary, another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (iA) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary depositary is not appointed by the Issuer within 120 days, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes, or (C) the Issuer, in its sole discretion, determines that all Global Notes and the Trustee has received a written request from the Depositary to issue should be exchanged for Definitive Notes. Upon the occurrence of any of the events described in clause clauses (i), A) through (ii) or (iiiC) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (Depositary, in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause clauses (i), (iiA) or (iiiB) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (iA) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and 90 days or (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause clauses (i), (iiA) or (iiiB) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 2.10 hereofSection 2.10. 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 or Sections Section 2.07 or 2.10 hereofSection 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (iiA) or (iiiB) above and pursuant to Section 2.06(c2.06(b)(ii)(B) and (c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section Sections 2.06(b), ) or (c) hereof. The transferor shall also provide or (f) hereofcause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the IssuerIssuers, at its their option, notifies notify the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its option, notifies notify the Trustee in writing that it elects elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may will be transferredexchanged for Physical Notes if the Depository delivers notice to the Company that: (A) the Depository is unwilling or unable to continue to act as Depository; or (B) the Depository is no longer registered as a clearing agency under the Exchange Act; and, in each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depository within ninety (90) days after receiving notice from the Depository. In each such case, each Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause each Global Note to be cancelled in accordance with the Applicable Procedures, and the Company, in accordance with Section 3.04, will promptly execute, and, upon receipt of a Company Order, the Trustee will, in accordance with Section 3.04, will promptly authenticate and deliver, for each beneficial interest in each Global Note so exchanged, an aggregate Principal Amount of Physical Notes equal to the aggregate Principal Amount of such beneficial interest, registered in such names and in such authorized denominations as the Depository specifies, and bearing any legends that such Physical Notes are required to bear under Section 3.07. (ii) In addition, if (x) the Company, in its discretion, subject to the Depository’s rules, determines that Global Notes (in whole and but not in part) will be exchangeable for Physical Notes or (y) an Event of Default has occurred and is continuing, only to another nominee in each case, any owner of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not exchange such beneficial interest for Physical Notes by delivering a written request to the Registrar. In such case, (A) the Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the owner of the beneficial interest to be exchanged for a Definitive Note unlessexchanged, the aggregate Principal Amount of such beneficial interest and the CUSIP of the relevant Global Note; (B) the Company will, in accordance with Section 3.04, promptly execute, and, if applicableupon receipt of a Company Order, subject the Trustee, in accordance with Section 3.04, will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered in such owner’s name having an aggregate Principal Amount equal to the limitation on issuance aggregate Principal Amount of Definitive such beneficial interest and bearing any legends that such Physical Notes set forth in are required to bear under Section 2.06(c)(ii)3.07, and (iC) the Depositary (x) notifies Registrar, in accordance with the Issuer that it is unwilling or unable to continue as Depositary for Applicable Procedures, will cause the Principal Amount of such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary is not appointed decreased by the Issuer within 120 days, (ii) aggregate Principal Amount of the Issuer, at its option, notifies the Trustee beneficial interest so exchanged; provided that in writing no event shall any temporary Note that it elects is a Global Note issued pursuant to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged by the Company for Definitive Physical Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificate identified by the Company and its counsel to be required pursuant to Rule 903(b)(3)(ii)(B)) 903 or (iii) Rule 904 under the Securities Act. In any such case, the Company will notify the Trustee in writing that, upon the request of a Holder if there shall have occurred and surrender by Agent Members, certificated Notes will be continuing an Event of Default with respect issued to the Notes each Person that such Agent Member and the Trustee has received a written request from Depository jointly identify as being the Depositary to issue Definitive beneficial owner of the related Notes. Upon the occurrence of any If all of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may are so exchanged, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to of the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), same series unless (iA) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (iiB) the IssuerIssuers, at its their option, notifies notify the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at the Issuers’ election pursuant to this clause may not be exchanged for Definitive Notes prior to (A1) the expiration of the applicable Restricted Period and (B2) the receipt by the Registrar of any certification of beneficial ownership certificate required pursuant to Rule 903(b)(3)(ii)(B)) or (iiiC) upon the request of a Holder the Depositary if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause clauses (iA), (iiB) or (iiiC) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (iA), (iiB) or (iiiC) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may will be transferredexchanged for Physical Notes if the Depositary delivers notice to the Company that: (1) the Depositary is unwilling or unable to continue to act as Depositary; or (2) the Depositary is no longer registered as a clearing agency under the Exchange Act; (3) and, in whole each case, the Company promptly delivers a copy of such notice to the Trustee and not the Company fails to appoint a successor Depositary within 90 days after receiving notice from the Depositary. In each such case, each Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause each Global Note to be cancelled in partaccordance with the Applicable Procedures, only and the Company, in accordance with Section 3.04, will promptly execute, and, upon receipt of a Company Order, the Trustee, in accordance with Section 3.04, will promptly authenticate and deliver, for each beneficial interest in each Global Note so exchanged, an aggregate principal amount of Physical Notes equal to another nominee the aggregate principal amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary specifies, and bearing any legends that such Physical Notes are required to bear under Section 3.07. In addition, if (x) the Company, in its sole discretion, determines that any Global Note will be exchangeable for Physical Notes or to (y) an Event of Default has occurred and is continuing, in each case, any owner of a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged exchange such beneficial interest for Physical Notes by delivering a Definitive Note unless, and, if applicable, subject written request to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for Registrar. In such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the owner of the applicable Restricted Period beneficial interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP of the relevant Global Note; (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i)Company will, (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replacedSection 3.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in whole or accordance with Section 3.04, will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered in partsuch owner’s name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest and bearing any legends that such Physical Notes are required to bear under Section 3.07, as provided and (C) the Registrar, in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange foraccordance with the Applicable Procedures, or in lieu of, a will cause the principal amount of such Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in decreased by the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any aggregate principal amount of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereofbeneficial interest so exchanged. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, If all of the beneficial interests in a Global Note may are so exchanged, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a A Global Note may be transferred, transferred in whole and not in part, part only to another nominee of the Depositary DTC or to a successor thereto of DTC or a nominee of such successor theretoits nominee. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Is- xxxx that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and(ii) in the case of a Global Note held for an account of Euroclear or Clearstream, in either caseEuroclear or Clearstream, a successor Depositary is not appointed by as the Issuer within 120 dayscase may be, (iiA) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or (B) announces an intention permanently to cease business or does in fact do so, (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) DTC has advised the expiration Issuer that, in such event, under its current practices, DTC would notify Participants of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of Issuer’s request, but will only withdraw beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon interests from a Global Note at the request of a Holder if each Participant), (iv) there shall have occurred and be continuing an Event of Default with respect to the Notes and or (v) a request for Defini- tive Certificates has been made upon 60 days’ prior written notice given to the Trustee in accordance with the Depositary’s customary procedures and a copy of such notice has been received a written request by the Issuer from the Depositary to issue Definitive NotesTrustee. Upon the occurrence of any of the preceding events described in clause (i), ) – (ii) or (iiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names and denominations as the Depositary (in accordance with its customary procedures)) shall instruct the Trustee in accordance with the Applicable Procedures. Global Notes also may be exchanged ex- changed or replaced, in whole or in part, replaced as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered deliv- ered 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 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), ) to (iiv) or (iii) above and pursuant to Section 2.06(c) hereofabove. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, howeverhow- ever, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased and the Issuer 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 within 120 days90 days of such notice, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not will be exchanged for a Definitive Note unless, and, Notes if applicable, subject the Depositary delivers notice to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), Company that: (i1) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue to act as Depositary; or (2) the Depositary for such Global Note or (y) has ceased to be is no longer registered as a clearing agency registered under the Exchange Act, and, in either each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depositary is not appointed by within 90 days after receiving notice from the Issuer within 120 daysDepositary. In each such case, (1) each Global Note will be deemed surrendered to the Trustee for cancellation, (2) the Trustee will promptly cancel each such Global Note in accordance with the Applicable Procedures, (3) the Company, (x) in accordance with Section 2.05 hereof, will promptly execute, for each beneficial interest in each Global Note so cancelled, an aggregate principal amount of Definitive Notes equal to the aggregate principal amount of such beneficial interest, registered in such name and authorized denominations as the Depositary specifies, and bearing such legends as such Definitive Notes are required to bear under Section 2.02 and Section 2.10 hereof, and, (y) as provided in Section 2.05(c) hereof, will promptly deliver to the Trustee such Definitive Notes and a Company Order including the information specified in Section 2.05(c) hereof with respect to such Definitive Notes, and (4) the Trustee, upon receipt of such Definitive Notes and such Company Order, in accordance with Section 2.05 hereof, will promptly authenticate, and deliver to the Holder specified in such Company Order, such Definitive Notes. (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes In addition: (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A1) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the has occurred and is continuing, any owner of a beneficial interest in a Global Note may exchange such beneficial interest for Definitive Notes and the Trustee has received by delivering a written request from to the Depositary to issue Definitive Notes. Upon Company, the occurrence of Registrar and the Trustee; or (2) at any time, the Company may, in its sole discretion, at the request of the events described owner of a beneficial interest in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent permit the exchange of such owner’s beneficial interest, by delivering a written request to any the Registrar, the Trustee and the owner of such beneficial interest. In each case, (1) upon receipt of such request, the Registrar will promptly deliver written notice of such request to the Company and the Trustee, which notice must identify the owner of the events described beneficial interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP number of the relevant Global Note; (2) the Trustee, upon receipt of such notice, will promptly cause the aggregate principal amount of such Global Note to be reduced by the aggregate principal amount of the beneficial interest to be so exchanged in clause (i)accordance with the Applicable Procedures, (ii3) or the Company (iiix) above in accordance with Section 2.05 hereof, will promptly execute, for such beneficial interest, a Definitive Note having aggregate principal amount equal to the aggregate principal amount of such beneficial interest, registered in the name of the owner specified in the notice delivered by the Registrar, and pursuant bearing such legends as such Definitive Note is required to Section 2.06(cbear under Sections 2.02 and 2.10 hereof, and, (y) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided2.05(c) hereof, howeverwill promptly deliver to the Trustee such Definitive Note and a Company Order including the information specified in Section 2.05(c) hereof with respect to such Definitive Note, and (4) the Trustee, upon receipt of such Definitive Note and such Company Order, will promptly, in accordance with Section 2.05 hereof, authenticate, and deliver to the Holder specified in such Company Order, such Definitive Note. If, after such exchange, all of the beneficial interests in a Global Note may have been exchanged for Definitive Notes, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth Unless and until it is exchanged in this Section 2.06whole or part for Definitive Notes, a Global Note may not be transferredtransferred except as a whole by the Depositary to a nominee of the Depositary, in whole and not in part, only 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 thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a All Global Note may not Notes will be exchanged by the Issuer for a Definitive Note unless, and, if applicable, subject Notes if: (1) the Issuer delivers to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) Trustee notice from the Depositary (x) notifies the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Note or (y) has ceased to be that it is no longer a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days, days after the date of such notice from the Depositary; (ii2) the Issuer, at Issuer in its option, notifies sole discretion determines that the Trustee in writing that it elects to cause the issuance of Definitive Global Notes (although Regulation S Temporary Global Notes may in whole but not in part) should be exchanged for Definitive Notes prior and delivers a written notice to such effect to the Trustee; (A3) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have has occurred and be is continuing an Event of Default with respect to the Notes; or (4) the issuance of such Definitive Notes is necessary in order for a Holder or beneficial owner to present its Note or Notes to a Paying Agent in order to avoid any tax that is imposed on or with respect to a payment made to such Holder or beneficial owner and the Trustee has received a written request from Holder or beneficial owner (through the Depositary Depositary) so certifies to issue Definitive Notesthe Issuer and the Trustee. Upon the occurrence of any either of the preceding events described in clause (i1), (ii2), (3) or (iii4) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section Sections 2.06(b), (c) or (fe) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06204, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to of the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), same series unless (i) the Depositary (x1) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y2) 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 20 days, (ii) the IssuerCompany, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at the Company’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (A1) the expiration of the applicable Restricted Period and (B2) the receipt by the Registrar Company of any certification of beneficial ownership certificate or other evidence in a form reasonably acceptable to it as required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Subordinated Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereofArticle III of the Base Indenture. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 204 or Sections 2.07 or 2.10 hereofArticle III of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c204(c) hereof. A Global Note may not be exchanged for another Subordinated Note other than as provided in this Section 2.06(a204(a); provided, however, provided beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(bSections 204(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another the Depositary or a nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (iA) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue to act as Depositary depositary for such Global Note and a successor depositary is not appointed within 120 days, (B) the Depositary notifies the Issuers that it is unwilling or (y) has ceased unable to be continue to act as a clearing and settlement agency registered under the Exchange Act, and, in either case, and a successor Depositary clearing agency is not appointed by the Issuer Issuers within 120 days, (iiC) if the Depositary so requests following an Event of Default, or (D) the IssuerIssuers, at its optionin their sole discretion, notifies the Trustee in writing determines that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary all Global Notes may not should be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause clauses (i), A) through (ii) or (iiiD) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (or the Issuers, in each case, in accordance with its the Depositary’s respective customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause clauses (i), A) through (ii) or (iiiD) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days180 days of such notice, (ii) the Issuer, at its option, notifies notify the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes (although provided that Regulation S Temporary Global Notes at the Issuer’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (Aa) the expiration of the applicable Restricted Period and (Bb) the receipt by the Registrar of any certification certificates required under the provisions of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)Regulation S) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and DTC shall have requested the Trustee has received a written request from the Depositary to issue issuance of Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iiiii) above and pursuant to Section 2.06(b)(ii) and 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another the Depositary or a nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (iA) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue to act as Depositary depositary for such Global Note and a successor depositary is not appointed within 120 days, (B) the Depositary notifies the Issuer that it is unwilling or (y) has ceased unable to be continue to act as a clearing and settlement agency registered under the Exchange Act, and, in either case, and a successor Depositary clearing agency is not appointed by the Issuer within 120 days, (iiC) if the Depositary so requests following an Event of Default, or (D) the Issuer, at in its optionsole discretion, notifies the Trustee in writing determines that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary all Global Notes may not should be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause clauses (i), A) through (ii) or (iiiD) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (or the Issuer, in each case in accordance with its the Depositary’s respective customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause clauses (i), A) through (ii) or (iiiD) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may will be transferredexchanged for Physical Notes if the Depositary delivers notice to the Company that: (A) the Depositary is unwilling or unable to continue to act as Depositary; or (B) the Depositary is no longer registered as a clearing agency under the Exchange Act; and, in whole each case, the Company promptly delivers a copy of such notice to the Trustee and not the Company fails to appoint a successor Depositary within 90 days after receiving notice from the Depositary. In each such case, each Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause each Global Note to be cancelled in partaccordance with the Applicable Procedures, only and the Company, in accordance with Section 3.04, will promptly execute, and, upon receipt of a Company Order, the Trustee will, in accordance with Section 3.04, will promptly authenticate and deliver, for each beneficial interest in each Global Note so exchanged, an aggregate principal amount of Physical Notes equal to another nominee the aggregate principal amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary specifies, and bearing any legends that such Physical Notes are required to bear under Section 3.07. (ii) In addition, if (x) the Company, in its sole discretion, determines that any Global Note will be exchangeable for Physical Notes or to (y) an Event of Default has occurred and is continuing, in each case, any owner of a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged exchange such beneficial interest for Physical Notes by delivering a Definitive Note unless, and, if applicable, subject written request to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for Registrar. In such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the owner of the applicable Restricted Period beneficial interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP of the relevant Global Note; (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i)Company will, (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replacedSection 3.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in whole or accordance with Section 3.04, will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered in partsuch owner’s name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest and bearing any legends that such Physical Notes are required to bear under Section 3.07, as provided and (C) the Registrar, in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange foraccordance with the Applicable Procedures, or in lieu of, a will cause the principal amount of such Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in decreased by the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any aggregate principal amount of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereofbeneficial interest so exchanged. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, If all of the beneficial interests in a Global Note may are so exchanged, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 90 days, (ii) there shall have occurred and be continuing a Default with respect to the Notes or (iii) the Issuer, at its option, notifies the Trustee in writing that it the Issuer elects to cause the issuance of Definitive Notes (although Notes, subject, in the case of the Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior Note, to (ASection 2.01(c) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Noteshereof. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above and, in the case of clause (ii) above, at the written request of the Holders of at least 25% in principal amount of the Notes then outstanding, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (fg) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor theretosuccessor. A beneficial interest in a Global Note may not shall be exchanged exchangeable for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (iA) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or Note, (yB) the Depositary has ceased to be a clearing agency registered under the Exchange Act, Act and, in either caseeach case of (A) or (B) above, a successor Depositary is not appointed by the Issuer Issuers within 120 days90 days of such notice, or (iiC) in the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar case of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if Global Note, there shall have occurred and be continuing an Event of Default with respect to the Notes such Global Note and the Trustee Depositary has received a written request from requested the Depositary to issue issuance of Definitive Notes. Upon the occurrence of any of the preceding events described in clause (iA), (iiB) or (iiiC) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (iiA) or (iiiB) above and pursuant to Section 2.06(c(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a "clearing agency agency" registered under the Exchange Act, Act and, in either such case, a successor Depositary is not appointed by the Issuer within 120 90 days, (ii) there shall have occurred and be continuing a Default with respect to the Notes or (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at our election pursuant to this clause may not be exchanged for Definitive Notes prior to (Aa) the expiration of the applicable Restricted Period and (Bb) the receipt by the Registrar of any certification certificates required under the provisions of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(BRegulation S)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 2.10 hereofSection 2.10. 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 or Sections Section 2.07 or 2.10 hereofSection 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereofor (e). A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) and (c) or (f) hereof).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 daysdays of such notice, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although provided that Regulation S Temporary Global Notes at the Issuer’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (Aa) the expiration of the applicable Restricted Period and (Bb) the receipt by the Registrar of any certification certificates required under the provisions of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)Regulation S) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of a Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue requests that one or more Definitive NotesNotes be issued. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 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 2.06, Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iiiii) above and pursuant to Section Sections 2.06(b)(iii)(B) and 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary notifies the Company that it (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days90 days of such notice, (ii) there shall have occurred and be continuing an Event of Default and the IssuerDepositary shall have requested the issuance of Definitive Notes or (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) aboveof this Section 2.06(a), Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 2.10 hereofSection 2.10. 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 or Sections Section 2.07 or 2.10 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above of this Section 2.06(a) and pursuant to Section 2.06(b)(ii)(B) and Section 2.06(c) hereof). A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereofc).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days, (ii) the IssuerCompany, at its option, notifies the Trustee in writing that it the Company elects to cause the issuance of Definitive the Notes in certificated form (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration provided that under industry practices as of the applicable Restricted Period and (B) date hereof, the receipt by Depositary would notify Participants of the Registrar Company’s determination, but would only withdraw beneficial interests from a Global Note at the request of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(BParticipants)) or , (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of a Default with respect to the Notes Notes, or (iv) the Trustee has received written notice by or on behalf of the Depositary that the such beneficial interest is to be exchanged for a Definitive Note and the Trustee has received a written request from forwarded such notice to the Depositary to issue Definitive NotesCompany. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.062.07, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii2.07(c)(ii), (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the IssuerCompany, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.14 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Sections 2.07 2.08 or 2.10 2.14 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a A Global Note may be transferred, transferred in whole and not in part, part only to another nominee of the Depositary DTC or to a successor thereto of DTC or a nominee of such successor theretoits nominee. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and(ii) in the case of a Global Note held for an account of Euroclear or Clearstream, in either caseEuroclear or Clearstream, a successor Depositary is not appointed by as the Issuer within 120 dayscase may be, (iiA) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or (B) announces an intention permanently to cease business or does in fact do so, (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) DTC has advised the expiration Issuer that, in such event, under its current practices, DTC would notify Participants of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of Issuer’s request, but will only withdraw beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon interests from a Global Note at the request of a Holder if each Participant), (iv) there shall have occurred and be continuing an Event of Default with respect to the Notes and or (v) a request for Definitive Certificates has been made upon 60 days’ prior written notice given to the Trustee in accordance with the Depositary’s customary procedures and a copy of such notice has been received a written request by the Issuer from the Depositary to issue Definitive NotesTrustee. Upon the occurrence of any of the preceding events described in clause (i), ) – (ii) or (iiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names and denominations as the Depositary (in accordance with its customary procedures)) shall instruct the Trustee in accordance with the Applicable Procedures. Global Notes also may be exchanged or replaced, in whole or in part, replaced as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), ) to (iiv) or (iii) above and pursuant to Section 2.06(c) hereofabove. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may will be transferredexchanged for Physical Notes if the Depositary delivers notice to the Company that: (A) the Depositary is unwilling or unable to continue to act as Depositary; or (B) the Depositary is no longer registered as a clearing agency under the Exchange Act; and, in whole each case, the Company promptly delivers a copy of such notice to the Trustee and not the Company fails to appoint a successor Depositary within 90 days after receiving notice from the Depositary. In each such case, each Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause each Global Note to be cancelled in partaccordance with the Applicable Procedures, only and the Company, in accordance with Section 3.04, will promptly execute, and, upon receipt of a Company Order, the Trustee will, in accordance with Section 3.04, will promptly authenticate and deliver, for each beneficial interest in each Global Note so exchanged, an aggregate Principal Amount of Physical Notes equal to another nominee the aggregate Principal Amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary specifies, and bearing any legends that such Physical Notes are required to bear under Section 3.07. (ii) In addition, if (x) the Company, in its discretion, subject to the Depositary’s rules, determines that any Global Note will be exchangeable for Physical Notes or to (y) an Event of Default has occurred and is continuing, in each case, any owner of a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged exchange such beneficial interest for Physical Notes by delivering a Definitive Note unless, and, if applicable, subject written request to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for Registrar. In such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the owner of the applicable Restricted Period beneficial interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP of the relevant Global Note; (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i)Company will, (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replacedSection 3.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in whole or accordance with Section 3.04, will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered in partsuch owner’s name having an aggregate Principal Amount equal to the aggregate Principal Amount of such beneficial interest and bearing any legends that such Physical Notes are required to bear under Section 3.07, as provided and (C) the Registrar, in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange foraccordance with the Applicable Procedures, or in lieu of, a will cause the Principal Amount of such Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in decreased by the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any aggregate Principal Amount of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereofbeneficial interest so exchanged. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, If all of the beneficial interests in a Global Note may are so exchanged, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days, (ii) the Issuer, at Issuer in its option, notifies sole discretion determines that the Trustee Global Notes (in writing that it elects to cause the issuance of whole but not in part) should be exchanged for Definitive Notes (although and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Notes may not Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificates required pursuant to Rule 903(b)(3)(ii)(B)) under the Securities Act or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of a Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to of the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), same series unless (iA) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (iiB) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes and any Participant requests a Definitive Note in accordance with the Applicable Procedures (although Regulation S Temporary Global Notes at the Issuer’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (A1) the expiration of the applicable Restricted Period and (B2) the receipt by the Registrar of any certification of beneficial ownership certificate required pursuant to Rule 903(b)(3)(ii)(B)) or (iiiC) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause clauses (iA), (iiB) or (iiiC) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (iA), (iiB) or (iiiC) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii2.06(d)(ii), (i) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the IssuerIssuers, at its their option, notifies notify the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the applicable Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Default, or (iv) the Trustee has received a written request from by or on behalf of the Note Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c2.06(d) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.06(c), (cd) or (fg) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificate required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default or (iv) upon the request of DTC in accordance with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notescustomary DTC procedures. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) abovepreceding events, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause clauses (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (fd) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another the Common Depositary or a nominee of the Common Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (iA) the Common Depositary (x) notifies the Issuer that it is unwilling or unable to continue to act as Depositary depositary for such Global Note and a successor depositary is not appointed within 120 days, (B) either Euroclear or (y) has ceased Clearstream notifies the Issuer that it is unwilling or unable to be continue to act as a clearing and settlement agency registered under the Exchange Act, and, in either case, and a successor Depositary clearing agency is not appointed by the Issuer within 120 days, (iiC) if Euroclear or Clearstream so requests following an Event of Default, or (D) the Issuer, at in its optionsole discretion, notifies the Trustee in writing determines that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary all Global Notes may not should be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause clauses (i), A) through (ii) or (iiiD) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of Euroclear and/or Clearstream, as applicable, or the Depositary (Issuer, in each case, in accordance with its their respective customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause clauses (i), A) through (ii) or (iiiD) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

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

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.062.11, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days90 days of such notice, (ii) the IssuerCompany, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although provided that Regulation S Temporary Global Notes at the Company’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (Aa) the expiration of the applicable Restricted Period and (Bb) the receipt by the Registrar of any certification certificates required under the provisions of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)Regulation S) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of a Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue requests that one or more Definitive NotesNotes be issued. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.06 and 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.11, Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iiiii) above and pursuant to Section 2.06(cSections 2.11(c)(3)(ii) and 2.11(d) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.11(b); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c2.11(c) or (fd) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the IssuerIssuers, at its their option, notifies notify the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a “clearing agency agency” registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days, (ii) there shall have occurred and be continuing a Default with respect to the IssuerNotes or (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at the Company’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (Aa) the expiration of the applicable Restricted Period and (Bb) the receipt by the Registrar of any certification certificates required under the provisions of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(BRegulation S)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 2.10 hereofSection 2.10. 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 or Sections Section 2.07 or 2.10 hereofSection 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section Sections 2.06(c) hereofor (e). A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section Sections 2.06(b), ) and (c) or (f) hereof).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its optionoption and subject to the procedures of DTC, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificate required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default or (iv) upon the request of DTC in accordance with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notescustomary DTC procedures. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not will be exchanged for a Definitive Note unless, and, Physical Notes if applicable, subject the Depositary delivers notice to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), Company that: (iA) the Depositary is unwilling, unable or no longer permitted under applicable law to continue to act as Depositary; or (xB) notifies the Issuer that it Depositary is unwilling no longer registered as a clearing agency under the Exchange Act or unable is otherwise no longer permitted under applicable law to continue as Depositary for such Global Note; and, in each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depositary within 90 days after receiving notice from the Depositary. In each such case, each Global Note or (y) has ceased will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause each Global Note to be a clearing agency registered under cancelled in accordance with the Exchange ActApplicable Procedures, and the Company, in accordance with Section 2.04, will promptly execute, and, upon receipt of a Company Order, the Trustee will, in either caseaccordance with Section 2.04, a successor will promptly authenticate and deliver, for each beneficial interest in each Global Note so exchanged, an aggregate principal amount of Physical Notes equal to the aggregate principal amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary is not appointed by the Issuer within 120 daysspecifies, and bearing any legends that such Physical Notes are required to bear under Section 2.07. (ii) In addition, if (x) the IssuerCompany, at in its optionsole discretion, notifies the Trustee in writing that it elects wishes to cause terminate and exchange all or part of a Global Note for Physical Notes and the issuance beneficial owners of Definitive Notes the majority of the principal amount of such Global Note (although Regulation S Temporary Global Notes may not or portion thereof) to be exchanged consent to such exchange, the Company may exchange all beneficial interests in such Global Note (or portion thereof) for Definitive Physical Notes prior by delivering a written request to the Registrar or (y) an Event of Default has occurred with regard to the Notes represented by the relevant Global Note and such Event of Default has not been cured or waived, any owner of a beneficial interest in a Global Note may deliver a written request to the Registrar to exchange such beneficial interest for Physical Notes. In such case, (A) the expiration Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the aggregate principal amount of such beneficial interest and the CUSIP of the applicable Restricted Period and relevant Global Note; (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i)Company will, (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replacedSection 2.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in whole or accordance with Section 2.04, will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered in partsuch owner’s name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest and bearing any legends that such Physical Notes are required to bear under Section 2.07, as provided and (C) the Registrar, in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange foraccordance with the Applicable Procedures, or in lieu of, a will cause the principal amount of such Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in decreased by the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any aggregate principal amount of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereofbeneficial interest so exchanged. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, If all of the beneficial interests in a Global Note may are so exchanged, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Notes Depositary or to a successor thereto Notes Depositary or a nominee of such successor theretoNotes Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Notes Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Notes Depositary is not appointed by the Issuer Issuers within 120 days, days or (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iiiii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Notes Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iiiii) above and pursuant to Section 2.06(b)(ii)(B) and Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (fSection 2.06(c) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a "clearing agency agency" registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days, (ii) there shall have occurred and be continuing a Default with respect to the IssuerNotes or (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at our election pursuant to this clause may not be exchanged for Definitive Notes prior to (Aa) the expiration of the applicable Restricted Period and (Bb) the receipt by the Registrar of any certification certificates required under the provisions of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(BRegulation S)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 2.10 hereofSection 2.10. 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 or Sections Section 2.07 or 2.10 hereofSection 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section Sections 2.06(c) hereofor (e). A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section Sections 2.06(b), ) and (c) or (f) hereof).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to of the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), same series unless (iA) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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 90 days, (iiB) the IssuerCompany, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes and any Participant requests a Definitive Note in accordance with the Applicable Procedures (although Regulation S Temporary Global Notes at the Company’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (A1) the expiration of the applicable Restricted Period and (B2) the receipt by the Registrar completion of any certification of beneficial ownership required pursuant to all applicable requirements under Rule 903(b)(3)(ii)(B903(b)(2)) or (iiiC) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (iA), (iiB) or (iiiC) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (iA), (iiB) or (iiiC) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) hereof. Each Holder that is a transferor of a Security shall provide or (f) hereofcause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.062.07, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Certificated Note unless, and, if applicable, subject to of the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), same series unless (iA) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (iiB) the IssuerCompany, at its option, notifies the Trustee and the Registrar and Paying Agent in writing that it elects they elect to cause the issuance of Definitive the Notes in certificated form (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) provided that under current industry practices, the expiration Depositary would notify participants of the applicable Restricted Period and (B) Company’s determination, but would only withdraw beneficial interests from a Global Note at the receipt by the Registrar request of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)participants) or (iiiC) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iiiA) above, Definitive Certificated Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 2.07 or Sections 2.07 or 2.10 2.08 and 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Certificated Notes issued subsequent to any of the preceding events described in clause (i), (iiA) or (iiiB) above and pursuant to Section 2.06(c2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 2.07(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days, ; (ii) there shall have occurred and be continuing an Event of Default with respect to the IssuerNotes; or (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although provided, however, that the Regulation S Temporary Global Notes Note may not be exchanged for Definitive Notes prior to (A1) the expiration of the applicable Restricted Period and (B2) the receipt by the Registrar of any certification of beneficial ownership certificates required pursuant to by Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes). Upon the occurrence of any of the preceding events described in clause subclauses (i), (ii) or (iii) of this Section 2.06(a) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause subclauses (i), (ii) or (iii) of this Section 2.06(a) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.this

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06205, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to of the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), same series unless (i) the Depositary (x1) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y2) 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 days90 days of such notice or becoming aware that the Depositary is no longer so registered, (ii) the IssuerCompany, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder the Depositary if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Subordinated Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereofArticle III of the Base Indenture. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 205 or Sections 2.07 or 2.10 hereofArticle III of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c204(c) hereof. A Global Note may not be exchanged for another Subordinated Note other than as provided in this Section 2.06(a205(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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 (and, prior to the Escrow Release Date, the Escrow Issuers) within 120 days, (ii) the IssuerIssuers (and, prior to the Escrow Release Date, the Escrow Issuers), at its their option, notifies notify the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.or

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not will be exchanged for a Definitive Note unless, and, Notes if applicable, subject the Depositary delivers notice to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), Company that: (i1) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue to act as Depositary; or (2) the Depositary for such Global Note or (y) has ceased to be is no longer registered as a clearing agency registered under the Exchange Act, and, in either each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depositary is not appointed by within 90 days after receiving notice from the Issuer within 120 daysDepositary. In each such case, (1) each Global Note will be deemed surrendered to the Trustee for cancellation, (2) the Trustee will promptly cancel each such Global Note in accordance with the Applicable Procedures, (3) the Company, (x) in accordance with ‎Section 2.05 hereof, will promptly execute, for each beneficial interest in each Global Note so cancelled, an aggregate principal amount of Definitive Notes equal to the aggregate principal amount of such beneficial interest, registered in such name and authorized denominations as the Depositary specifies, and bearing such legends as such Definitive Notes are required to bear under ‎Section 2.02 and ‎Section 2.10 hereof, and, (y) as provided in ‎Section 2.05(c) hereof, will promptly deliver to the Trustee such Definitive Notes and a Company Order including the information specified in ‎Section 2.05(c) hereof with respect to such Definitive Notes, and (4) the Trustee, upon receipt of such Definitive Notes and such Company Order, in accordance with ‎Section 2.05 hereof, will promptly authenticate, and deliver to the Holder specified in such Company Order, such Definitive Notes. (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes In addition: (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A1) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the has occurred and is continuing, any owner of a beneficial interest in a Global Note may exchange such beneficial interest for Definitive Notes and the Trustee has received by delivering a written request from to the Depositary to issue Definitive Notes. Upon Company, the occurrence of Registrar and the Trustee; or (2) at any time, the Company may, in its sole discretion, at the request of the events described owner of a beneficial interest in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent permit the exchange of such owner’s beneficial interest, by delivering a written request to any the Registrar, the Trustee and the owner of such beneficial interest. In each case, (1) upon receipt of such request, the Registrar will promptly deliver written notice of such request to the Company and the Trustee, which notice must identify the owner of the events described beneficial interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP number of the relevant Global Note; (2) the Trustee, upon receipt of such notice, will promptly cause the aggregate principal amount of such Global Note to be reduced by the aggregate principal amount of the beneficial interest to be so exchanged in clause (i)accordance with the Applicable Procedures, (ii3) or the Company (iiix) above in accordance with ‎Section 2.05 hereof, will promptly execute, for such beneficial interest, a Definitive Note having aggregate principal amount equal to the aggregate principal amount of such beneficial interest, registered in the name of the owner specified in the notice delivered by the Registrar, and pursuant bearing such legends as such Definitive Note is required to Section 2.06(cbear under Sections ‎2.02 and ‎2.10 hereof, and, (y) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided‎Section 2.05(c) hereof, howeverwill promptly deliver to the Trustee such Definitive Note and a Company Order including the information specified in ‎Section 2.05(c) hereof with respect to such Definitive Note, and (4) the Trustee, upon receipt of such Definitive Note and such Company Order, will promptly, in accordance with ‎Section 2.05 hereof, authenticate, and deliver to the Holder specified in such Company Order, such Definitive Note. If, after such exchange, all of the beneficial interests in a Global Note may have been exchanged for Definitive Notes, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the IssuerIssuers, at its their option, notifies notify the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee T rustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) f hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (1) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may will be transferredexchanged for Definitive Notes if the Depositary delivers notice to the Company that: (i) the Depositary is unwilling or unable to continue to act as Depositary; or (ii) the Depositary is no longer registered as a clearing agency under the Exchange Act. and, in whole each case, the Company promptly delivers a copy of such notice to the Trustee and not the Company fails to appoint a successor Depositary within 90 days after receiving notice from the Depositary. In each such case, (1) each Global Note will be deemed surrendered to the Trustee for cancellation, (2) the Trustee will promptly cancel each such Global Note in partaccordance with the Applicable Procedures, only (3) the Company, (x) in accordance with Section 2.02 hereof, will promptly execute, for each beneficial interest in each Global Note so cancelled, an aggregate principal amount of Definitive Notes equal to another nominee the aggregate principal amount of such beneficial interest, registered in such name and authorized denominations as the Depositary or specifies, and bearing such legends as such Definitive Notes are required to bear under Section 2.12 hereof, and, (y) will promptly deliver to the Trustee such Definitive Notes and a successor thereto or a nominee Company Order including the information specified in Section 2.02 hereof with respect to such Definitive Notes, and (4) the Trustee, upon receipt of such successor thereto. A Definitive Notes and such Company Order, in accordance with Section 2.02 hereof, will promptly authenticate, and deliver to the Holder specified in such Company Order, such Definitive Notes. (2) In addition: (i) if an Event of Default has occurred and is continuing, any owner of a beneficial interest in a Global Note may not be exchanged exchange such beneficial interest for Definitive Notes by delivering a Definitive Note unless, and, if applicable, subject written request to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii)Company, (i) the Depositary (x) notifies Registrar and the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, Trustee; or (ii) at any time, the IssuerCompany may, in its sole discretion, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of the owner of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described beneficial interest in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent permit the exchange of such owner’s beneficial interest, by delivering a written request to any the Registrar, the Trustee and the owner of such beneficial interest. In each case, (1) upon receipt of such request, the Registrar will promptly deliver written notice of such request to the Company and the Trustee, which notice must identify the owner of the events described beneficial interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP number of the relevant Global Note; (2) the Trustee, upon receipt of such notice, will promptly cause the aggregate principal amount of such Global Note to be reduced by the aggregate principal amount of the beneficial interest to be so exchanged in clause (i)accordance with the Applicable Procedures, (ii3) or the Company, (iiix) above in accordance with Section 2.02 hereof, will promptly execute, for such beneficial interest, a Definitive Note having aggregate principal amount equal to the aggregate principal amount of such beneficial interest, registered in the name of the owner specified in the notice delivered by the Registrar, and pursuant bearing such legends as such Definitive Note is required to bear under Section 2.06(c2.12 hereof, and, (y) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided2.02 hereof, howeverwill promptly deliver to the Trustee such Definitive Note and a Company Order including the information specified in Section 2.02 hereof with respect to such Definitive Note, and (4) the Trustee, upon receipt of such Definitive Note and such Company Order, in accordance with Section 2.02 hereof, will promptly authenticate and deliver to the Holder specified in such Company Order, such Definitive Note. If, after such exchange, all of the beneficial interests in a Global Note may have been exchanged for Definitive Notes, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii2.06(d)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c2.06(d) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.06(c), (cd) or (fg) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the IssuerIssuers, at its their option, notifies notify the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary proceduresApplicable Procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (iA) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (iiB) the IssuerIssuers, at its their option, notifies notify the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at the Issuers’ election pursuant to this clause may not be exchanged for Definitive Notes prior to (A1) the expiration of the applicable Restricted Period and (B2) the receipt by the Registrar of any certification of beneficial ownership certificate required pursuant to Rule 903(b)(3)(ii)(B)) or (iiiC) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iiiA) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (iA), (iiB) or (iiiC) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed ap- pointed by the Issuer Company within 120 days90 days after the date of such notice from the Depositary, (ii) subject to the Issuerprocedures of the Depositary, the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes, provided that in no event shall Definitive Notes (although be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Notes may not be exchanged for Definitive Notes Note prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificates required pursuant to Rule 903(b)(3)(ii)(B)) or 903, (iii) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes and Notes, or (iv) upon prior written notice given to the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notesin accordance with this Indenture. Upon the occurrence of any of the preceding events described in clause clauses (i), (ii), (iii) or (iii) aboveiv), Definitive Notes delivered in exchange for any Global Note or beneficial interests therein in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures)) and will bear the applicable restricted legends required pursuant to Section 2.01 hereof and this Section 2.06. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause clauses (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a)2.06; provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth (i) Notwithstanding any other provision of this Indenture, interests in this Section 2.06, a Global Note may will be transferredexchanged for Physical Notes if the Depository delivers notice to the Company that: (A) the Depository is unwilling or unable to continue to act as Depository; or (B) the Depository is no longer registered as a clearing agency under the Exchange Act; and, in each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depository within ninety (90) days after receiving notice from the Depository. In each such case, each Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause each Global Note to be cancelled in accordance with the Applicable Procedures, and the Company, in accordance with Section 3.04, will promptly execute, and, upon receipt of a Company Order, the Trustee will, in accordance with Section 3.04, will promptly authenticate and deliver, for each beneficial interest in each Global Note so exchanged, an aggregate Principal Amount of Physical Notes equal to the aggregate Principal Amount of such beneficial interest, registered in such names and in such authorized denominations as the Depository specifies, and bearing any legends that such Physical Notes are required to bear under Section 3.07. (ii) In addition, if (x) the Company, in its discretion, subject to the Depository’s rules, determines that Global Notes (in whole and but not in part) will be exchangeable for Physical Notes or (y) an Event of Default has occurred and is continuing, only to another nominee in each case, any owner of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not exchange such beneficial interest for Physical Notes by delivering a written request to the Registrar. In such case, (A) the Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the owner of the beneficial interest to be exchanged for a Definitive Note unlessexchanged, the aggregate Principal Amount of such beneficial interest and the CUSIP of the relevant Global Note; (B) the Company will, in accordance with Section 3.04, promptly execute, and, if applicableupon receipt of a Company Order, subject the Trustee, in accordance with Section 3.04, will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered in such owner’s name having an aggregate Principal Amount equal to the limitation on issuance aggregate Principal Amount of Definitive such beneficial interest and bearing any legends that such Physical Notes set forth in are required to bear under Section 2.06(c)(ii)3.07, and (iC) the Depositary (x) notifies Registrar, in accordance with the Issuer that it is unwilling or unable to continue as Depositary for Applicable Procedures, will cause the Principal Amount of such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary is not appointed decreased by the Issuer within 120 days, (ii) aggregate Principal Amount of the Issuer, at its option, notifies the Trustee beneficial interest so exchanged; provided that in writing no event shall any temporary Note that it elects is a Global Note issued pursuant to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged by the Company for Definitive Physical Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificate identified by the Company and its counsel to be required pursuant to Rule 903(b)(3)(ii)(B)) 903 or (iii) Rule 904 under the Securities Act. In any such case, the Company will notify the Trustee in writing that, upon the request of a Holder if there shall have occurred and surrender by Agent Members, certificated Notes will be continuing an Event of Default with respect issued to the Notes each Person that such Agent Member and the Trustee has received a written request from Depository jointly identify as being the Depositary to issue Definitive beneficial owner of the related Notes. Upon the occurrence of any If all of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may are so exchanged, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary Deposi- tary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii2.06(d)(ii), (i) the Depositary (x) notifies the Lead Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary is not appointed ap- pointed by the Lead Issuer within 120 days, (ii) the Lead Issuer, at its option, notifies the Trustee in writing writ- ing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the applicable Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described de- scribed in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested re- quested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c2.06(d) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.06(c), (cd) or (fg) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days, (ii) the Issuer, at Issuer in its option, notifies sole discretion determines that the Trustee Global Notes (in writing that it elects to cause the issuance of whole but not in part) should be exchanged for Definitive Notes (although and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Notes may not Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificates required pursuant to Rule 903(b)(3)(ii)(B)) under the Securities Act or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of a Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a A Global Note may not be transferredtransferred as a whole except by the Depositary to a nominee of the Depositary, in whole and not in part, only 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 thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased 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 the Issuer depositary within 120 daysdays after the date of such notice from the Depositary, (ii) in the Issuercase of a Global Note held for an account of Euroclear or Clearstream, at its optionEuroclear or Clearstream, notifies as the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes case may not be exchanged for Definitive Notes prior to be, (A) the expiration is closed for business for a continuous period of the applicable Restricted Period and 14 days (other than by reason of statutory or other holidays) or (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant announces an intention permanently to Rule 903(b)(3)(ii)(B)) cease business or does in fact do so or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Trustee has received a written request from of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Depositary to issue Definitive NotesSecurities Act. Upon the occurrence of any either of the preceding events described in clause clauses (i), (ii) or through (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the IssuerCompany, at its option, notifies the Trustee in writing that it the Company elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent pursuant to any of the events described in clause clauses (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.062.6, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary Depository or to a successor thereto Depository or a nominee of such successor theretoDepository. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary Depository (x) notifies the Issuer that it is unwilling or unable to continue as Depositary Depository for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary Depository is not appointed by the Issuer within 120 90 days, (ii) the Issuer, at its option, notifies the Trustee in writing that it the Issuer elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of a Default with respect to the Notes and the Depository notifies the Trustee has received a written request from of its decision to cause the Depositary to issue issuance of Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iiiii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary Depository (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.6 or Sections 2.07 Section 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iiiii) above and pursuant to Section 2.06(c2.6(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.6(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 2.6(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not will be exchanged for a Definitive Note unless, and, Physical Notes if applicable, subject the Depositary delivers notice to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), Company that: (iA) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue to act as Depositary; or (B) the Depositary is no longer permitted under applicable law to continue as Depositary for such Global Note; and, in each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depositary within 90 days after receiving notice from the Depositary. In each such case, each Global Note or (y) has ceased will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause each Global Note to be a clearing agency registered under cancelled in accordance with the Exchange ActApplicable Procedures, and the Company, in accordance with Section 2.04, will promptly execute, and, upon receipt of a Company Order, the Trustee will, in either caseaccordance with Section 2.04, a successor will promptly authenticate and deliver, for each beneficial interest in each Global Note so exchanged, an aggregate principal amount of Physical Notes equal to the aggregate principal amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary is not appointed by the Issuer within 120 daysspecifies, and bearing any legends that such Physical Notes are required to bear under Section 2.07. (ii) In addition, if (x) the IssuerCompany, at in its optionsole discretion, notifies the Trustee in writing that it elects wishes to cause terminate and exchange all or part of a Global Note for Physical Notes and the issuance beneficial owners of Definitive Notes the majority of the principal amount of such Global Note (although Regulation S Temporary Global Notes may not or portion thereof) to be exchanged consent to such exchange, the Company may exchange all beneficial interests in such Global Note (or portion thereof) for Definitive Physical Notes prior by delivering a written request to the Registrar or (y) an Event of Default has occurred and is continuing with regard to the Notes represented by the relevant Global Note and such Event of Default has not been cured or waived, any owner of a beneficial interest in a Global Note may deliver a written request to the Registrar to exchange such beneficial interest for Physical Notes. In the case of subclause (y) above, (A) the expiration Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the aggregate principal amount of such beneficial interest and the CUSIP number(s) of the applicable Restricted Period and relevant Global Note; (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i)Company will, (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replacedSection 2.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in whole or accordance with Section 2.04, will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered in partsuch owner’s name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest and bearing any legends that such Physical Notes are required to bear under Section 2.07(a), as provided and (C) the Registrar, in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange foraccordance with the Applicable Procedures, or in lieu of, a will cause the principal amount of such Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in decreased by the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any aggregate principal amount of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereofbeneficial interest so exchanged. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, If all of the beneficial interests in a Global Note may are so exchanged, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the IssuerCompany, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06(i) Subject to the immediately following sentence, a no Global Note may be transferred, transferred or exchanged in whole and not in part, only except (x) by the Depositary to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary; or (z) by the Depositary or any such nominee to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in No Global Note (or any portion thereof) may be transferred to, or exchanged for, a Physical Note; provided, however, that a Global Note may not will be exchanged exchanged, pursuant to customary procedures, for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive one or more Physical Notes set forth in Section 2.06(c)(ii), if: (i1) (x) the Depositary (x) notifies the Issuer Company or the Trustee that it the Depositary is unwilling or unable to continue as Depositary depositary for such Global Note or (y) has ceased the Depositary ceases to be a “clearing agency agency” registered under Section 17A of the Exchange Act, Act and, in either each case, the Company fails to appoint a successor Depositary is not appointed by the Issuer within 120 days, ninety (ii90) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance days of Definitive Notes such notice or cessation; (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A2) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes has occurred and is continuing and the Company, the Trustee or the Registrar has received a written request from the Depositary Depositary, or from a holder of a beneficial interest in such Global Note, to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any such Global Note or beneficial interests therein will be registered interest, as applicable, for one or more Physical Notes; or (3) the Company, in its sole discretion, permits the names, and issued exchange of any beneficial interest in any approved denominations, requested by such Global Note for one or on behalf more Physical Notes at the request of the Depositary owner of such beneficial interest. (in accordance with its customary procedures). Global Notes also may be exchanged ii) Upon satisfaction of the requirements of this Indenture to effect a transfer or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a of any Global Note (or any portion thereof): (1) the Trustee will reflect any resulting decrease of the principal amount of such Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global Note having a principal amount of zero, the Company may (but is not required to) instruct the Trustee in writing to cancel such Global Note pursuant to this Section 2.06 2.14); (2) if required to effect such transfer or Sections 2.07 or 2.10 hereofexchange, shall be authenticated and delivered then the Trustee will reflect any resulting increase of the principal amount of any other Global Note by notation on the “Schedule of Exchanges of Interests in the form ofGlobal Note” forming part of such other Global Note; (3) if required to effect such transfer or exchange, then the Company will issue, execute and deliver, and shall bethe Trustee will authenticate, in each case in accordance with Section 2.02, a new Global NoteNote bearing each legend, except for Definitive Notes issued subsequent to any of the events described in clause if any, required by Section 2.09; and (i4) if such Global Note (or such portion thereof), or any beneficial interest therein, is to be exchanged for one or more Physical Notes, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (iix) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Global Note to be so exchanged; (y) are registered in such name(s) as the Depositary specifies (or as otherwise determined pursuant to customary procedures); and (z) bear each legend, if any, required by Section 2.09. (iii) above and pursuant to Section 2.06(c) hereof. A Each transfer or exchange of a beneficial interest in any Global Note may not will be exchanged for another Note other than as provided made in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereofaccordance with the Depositary Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a A Global Note of any series may not be transferredtransferred except as a whole by the Depositary to a nominee of the Depositary, in whole and not in part, only 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 thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a All Global Note may not Notes will be exchanged by the Issuer for a Definitive Note unless, and, if applicable, subject Notes of the applicable series in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: (1) the Issuer delivers to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) Trustee notice from the Depositary (x) notifies the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Note or (y) has ceased to be that it is no longer a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days, 90 days after the date of such notice from the Depositary; (ii2) the Issuer, at its optionoption but subject to the requirements of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes Notes; or (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A3) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have has occurred and be is continuing an Event of Default with respect to the Notes and the Depositary notifies the Trustee has received a written request from of its decision to exchange the Depositary to issue Global Notes of the applicable series for Definitive NotesNotes of such series. Upon the occurrence of any either of the preceding events described in clause (i), (ii1) or (iii2) abovein this Section 2.06(a), Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will of such series shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes of any series also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note of any series may not be exchanged for another Note of such series other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note of any series may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects they elect to cause the issuance of a Definitive Notes Note (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a A Global Note may be transferred, transferred in whole and not in part, part only to another nominee of the Depositary DTC or to a successor thereto of DTC or a nominee of such successor theretoits nominee. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and(ii) in the case of a Global Note held for an account of Euroclear or Clearstream, in either caseEuroclear or Clearstream, a successor Depositary is not appointed by as the Issuer within 120 dayscase may be, (iiA) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or (B) announces an intention permanently to cease business or does in fact do so, (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) DTC has advised the expiration Issuer that, in such event, under its current practices, DTC would notify Participants of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of Issuer’s request, but will only withdraw beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon interests from a Global Note at the request of a Holder if each Participant), (iv) there shall have occurred and be continuing an Event of Default with respect to the Notes and or (v) a request for Definitive Certificates has been made upon 60 days’ prior written notice given to the Trustee in accordance with the Depositary's customary procedures and a copy of such notice has been received a written request by the Issuer from the Depositary to issue Definitive NotesTrustee. Upon the occurrence of any of the preceding events described in clause (i), ) – (ii) or (iiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names and denominations as the Depositary (in accordance with its customary procedures)) shall instruct the Trustee in accordance with the Applicable Procedures. Global Notes also may be exchanged or replaced, in whole or in part, replaced as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), ) to (iiv) or (iii) above and pursuant to Section 2.06(c) hereofabove. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days, days (ii) there shall have occurred and be continuing a Default with respect to the Notes or (iii) the Issuer, at in its option, sole discretion notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notesunder this Indenture. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to the Depositary or another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to of the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), same series unless (iA) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days, (iiB) the IssuerCompany, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes and any Participant requests a Definitive Note in accordance with the Applicable Procedures (although Regulation S Temporary Global Notes at the Company’s election pursuant to this clause (B) may not be exchanged for Definitive Notes prior to (A1) the expiration of the applicable Restricted Period and (B2) the receipt by completion of all applicable requirements under Rule 903(b)(2) under the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)Securities Act) or (iiiC) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee a Holder has received a written request from the Depositary to issue Definitive Notesrequested such exchange. Upon the occurrence of any of the events described in clause (iA), (iiB) or (iiiC) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, thereof pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, hereof shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (iA), (iiB) or (iiiC) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f2.06(c) hereof. Each Holder that is a transferor of a Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including any cost basis reporting obligations under Section 6045 of the Internal Revenue Code of 1986, as amended, in which case the Trustee may rely on such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, (i) Transfers by an owner of a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Rule 144A Global Note to a transferee who takes delivery of such interest through a Regulation S Global Note of the same series, whether before or after the expiration of the Restricted Period, shall be made in accordance with the procedures of DTC and only upon receipt by the Trustee of a written certification (in the form set forth on the reverse side of the Initial Note) from the transferor to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S or (if available) Rule 144 and, if such transfer is being made prior to the expiration of the Restricted Period, the interest transferred shall be held immediately thereafter through Euroclear, Clearstream or DTC. (ii) Beneficial interests in Regulation S Global Notes may not be exchanged for interests in Rule 144A Global Notes of the same series in accordance with the procedures of DTC if (1) such exchange occurs in connection with a Definitive transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Regulation S Global Note unless, and, if applicable, subject first delivers to the limitation on issuance of Definitive Notes Trustee a written certificate (in the form set forth on the reverse side of the Initial Note) to the effect that the beneficial interest in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Regulation S Global Note or is being transferred (yA) has ceased to a Person who the transferor reasonably believes 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 daysQualified Institutional Buyer, (iiB) to a Person who is purchasing for its own account or the Issuer, at its option, notifies account of a Qualified Institutional Buyer in a transaction meeting the Trustee requirements of Rule 144A and (C) in writing accordance with all applicable securities laws of the States of the United States and other jurisdictions. (iii) In the event that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary a Global Notes may not be Note is exchanged for Definitive Notes prior to (A) the expiration consummation of the applicable Restricted Period and (B) Registered Exchange Offer or the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request effectiveness of a Holder if there shall have occurred and be continuing an Event of Default Shelf Registration Statement (as defined in the Registration Rights Agreement) with respect to the such Notes, such Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will may be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (exchanged only in accordance with its customary procedures). Global such procedures as are substantially consistent with the provisions of this Section 2.09 (including the certification requirements set forth on the reverse of the Initial Notes also may be exchanged intended to ensure that such transfers comply with Rule 144, Rule 144A, Regulation S or replaced, in whole or in partsuch other applicable exemption from registration under the Securities Act, as provided in Sections 2.07 the case may be) and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant such other procedures as may from time to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall time be authenticated and delivered in adopted by the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereofCompany.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may will be transferredexchanged for Definitive Notes if the Depositary delivers notice to the Company that: (A) the Depositary is unwilling or unable to continue to act as Depositary; or (B) the Depositary is no longer registered as a clearing agency under the Exchange Act, (C) and , in whole each case, the Company promptly delivers a copy of such notice to the Trustee and not in part, only the Company fails to another nominee of the Depositary or to appoint a successor thereto or Depositary within 90 days after receiving notice from the Depositary. (ii) In addition: (A) if an Event of Default has occurred and is continuing, any owner of a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for exchange such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged beneficial interest for Definitive Notes prior by delivering a written request to (A) the expiration of Company, the applicable Restricted Period Registrar and the Trustee; or (B) at any time, the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon Company may, in its sole discretion, at the request of the owner of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described beneficial interest in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except permit the exchange of such owner’s beneficial interest, by delivering a written request to the Registrar, the Trustee and the owner of such beneficial interest. In each such case, (1) each Global Note will be deemed surrendered to the Trustee for cancellation, (2) the Trustee will promptly cancel each such Global Note in accordance with the Applicable Procedures, (3) the Company, (x) in accordance with Section 2.05 hereof, will promptly execute, for each beneficial interest in each Global Note so cancelled, an aggregate principal amount of Definitive Notes issued subsequent equal to any the aggregate principal amount of such beneficial interest, registered in such name and authorized denominations as the events described in clause (i)Depositary specifies, and bearing such legends as such Definitive Notes are required to bear under Section 2.02 and Section 2.10 hereof, and, (iiy) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f2.05(c) hereof, will promptly deliver to the Trustee such Definitive Notes and a Company Order including the information specified in Section 2.05(c) hereof with respect to such Definitive Notes, and (4) the Trustee, upon receipt of such Definitive Notes and such Company Order, in accordance with Section 2.05 hereof, will promptly authenticate, and deliver to the Holder specified in such Company Order, such Definitive Notes.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.062.15, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days, (ii) the IssuerCompany, at its option, notifies the Trustee in writing that it the Company elects to cause the issuance of Definitive the Notes in certificated form (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) provided that under current industry practices, the expiration Depositary would notify Participants of the applicable Restricted Period and (B) Company’s determination, but would only withdraw beneficial interests from a Global Note at the receipt by the Registrar request of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(BParticipants)) , or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of a Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 2.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.15 or Sections Section 2.07 or 2.10 2.09 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c2.15(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.15(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.15(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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 (and, prior to the Escrow Release Date, the Escrow Issuers) within 120 days, (ii) the IssuerIssuers (and, prior to the Escrow Release Date, the Escrow Issuers), at its their option, notifies notify the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary proceduresApplicable Procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the IssuerIssuers, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A All beneficial interest interests in a Global Note may not Notes will be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), if: (i) the Depositary Issuers delivers to the Trustee, the Authenticating Agent and the Registrar notice (xA) notifies from Euroclear or Clearstream that they are unwilling or unable to continue to act as depositaries and clearing agencies for the Global Notes, and the Issuer fails to appoint a successor or (B) from the Common Depositary that it is unwilling or unable to continue to act as Common Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, and a successor Common Depositary is not appointed by the Issuer Issuers within 120 days, days after the date of such notice from the Common Depositary; (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) Euroclear or (iii) upon the request of a Holder if there shall have occurred and be continuing Clearstream so requests following an Event of Default with respect to such Global Notes; or (iii) the Notes and the Trustee has received owner of a written request from the Depositary Global Note requests such exchange in writing delivered through either Euroclear or Clearstream, as applicable, following an Event of Default with respect to issue Definitive Notessuch Global Note. Upon the occurrence of any of the events described listed in the preceding clause (i) of this Section 2.06(a), (ii) or (iii) aboveif the Issuers, in their sole discretion, notify the Trustee, the Authenticating Agent and the Registrar in writing that they elect to cause the issuance of Definitive Notes under this Indenture, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above or if the Issuers, in their sole discretion, elect to cause the issuance of Definitive Notes and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section Sections 2.06(b), (c) or (f2.06(c) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 90 days, (ii) subject to the procedures of the Depositary, the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) Notes, or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of a Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 90 days, (ii) the Issuer, at its option, notifies Issuers in their sole discretion determine that the Trustee Global Notes (in writing that it elects to cause the issuance of whole but not in part) should be exchanged for Definitive Notes (although and deliver a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Notes may not Note be exchanged by the Issuers for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificates required pursuant to Rule 903(b)(3)(ii)(B)) under the Securities Act or (iii) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iiiii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iiiii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section Sections 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor theretosuccessor. A beneficial interest in a Global Note may not shall be exchanged exchangeable for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (A) (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (yii) the Depositary has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 daysdays of such notice, (iiB) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Notes; provided that in no event shall a Regulation S Temporary Global Notes may not Note be exchanged by the Issuer for Definitive Notes prior to (Ax) the expiration of the applicable Restricted Period and (By) the receipt by the Registrar of any certification certificates required under the provisions of beneficial ownership required pursuant to Regulation S (including Rule 903(b)(3)(ii)(B)) under the Securities Act) or (iiiC) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee Depositary has received a written request from requested the Depositary to issue issuance of Definitive Notes. Upon the occurrence of any of the preceding events described in clause (iA), (iiB) or (iiiC) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary proceduresApplicable Procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof2.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not will be exchanged for a Definitive Note unless, and, Physical Notes if applicable, subject the Depositary delivers written notice to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), Trustee and the Company that: (iA) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue to act as Depositary; or (B) the Depositary is no longer permitted under applicable law to continue as Depositary for such Global Note; and, in each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depositary within 90 days after receiving notice from the Depositary. In each such case, each Global Note or (y) has ceased will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause each Global Note to be a clearing agency registered under cancelled in accordance with the Exchange ActIndenture, and the Company, in accordance with Section 2.04, will promptly execute, and, upon receipt of a Company Order, the Trustee, in either caseaccordance with Section 2.04, a successor will promptly authenticate and deliver, for each beneficial interest in each Global Note so exchanged, an aggregate principal amount of Physical Notes equal to the aggregate principal amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary is not appointed by the Issuer within 120 daysspecifies in writing, and bearing any legends that such Physical Notes are required to bear under Section 2.07. (ii) In addition, if (x) the IssuerCompany, at in its optionsole discretion, notifies the Trustee in writing that it elects wishes to cause terminate and exchange all or part of a Global Note for Physical Notes and the issuance beneficial owners of Definitive Notes the majority of the principal amount of such Global Note (although Regulation S Temporary Global Notes may not or portion thereof) to be exchanged consent to such exchange, the Company may exchange all beneficial interests in such Global Note (or portion thereof) for Definitive Physical Notes prior by delivering a written request to the Registrar or (y) an Event of Default has occurred with regard to the Notes represented by the relevant Global Note and such Event of Default has not been cured or waived, any owner of a beneficial interest in a Global Note may deliver a written request to the Registrar to exchange such beneficial interest for Physical Notes. (iii) Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (y) of Section 2.11(c)(ii), the participant, shall instruct the Trustee on behalf of the relevant beneficial owner. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered. In such case, (A) the expiration Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the aggregate principal amount of such beneficial interest and the CUSIP number(s) of the applicable Restricted Period and relevant Global Note; (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i)Company will, (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replacedSection 2.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in whole or accordance with Section 2.04, will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered in partsuch owner’s name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest and bearing any legends that such Physical Notes are required to bear under Section 2.07, as provided and (C) the Registrar, in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange foraccordance with the Applicable Procedures, or in lieu of, a will cause the principal amount of such Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in decreased by the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any aggregate principal amount of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereofbeneficial interest so exchanged. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, If all of the beneficial interests in a Global Note may are so exchanged, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Indenture.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary or the Trustee, as otherwise the custodian for the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth in this Section 2.06, a Global Note may be transferred, in whole herein) and not in part, only to another nominee the procedures of the Depositary or to a successor thereto or a nominee of such successor thereto. therefor. (ii) A beneficial interest in a Global Note may not shall be exchanged exchangeable pursuant to this Section 2.6(a) for a definitive Senior Notes ("Definitive Senior Notes") registered in the names of Persons owning beneficial interests in such Global Note unless, and, only if applicable, subject to (A) such exchange is made in compliance with the limitation on issuance provisions of Definitive Notes set forth in this Section 2.06(c)(ii), 2.6 and (iB) any of the following events shall have occurred: (1) the Depositary (x) for such Global Note notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased such Depositary ceases to be a clearing agency registered under the Exchange Act, andat a time when such Depositary is required to be so registered in order to act as Depositary, in either case, and a successor Depositary depositary is not appointed by the Issuer Company within 120 days90 days thereafter, (ii2) the Issuer, at its option, notifies Company executes and delivers to the Trustee in writing an Officers' Certificate stating that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary such Global Notes may not Note shall be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) so exchangeable or (iii3) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Senior Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i)Company, (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures)or the Trustee so requests. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in Upon exchange for, or in lieu of, of a Global Note for one or any portion thereofmore Definitive Senior Notes, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, such Definitive Senior Notes shall not thereafter be authenticated and delivered in the form of, and shall be, a Global Note, except exchangeable for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereofNote.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a A Global Note of a series may not be transferredtransferred except as a whole by the Depositary to a nominee of the Depositary, in whole and not in part, only 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 thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in All Global Notes of a Global Note may not series will be exchanged by the Issuer for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), of such series if: (i1) the Depositary (x) notifies the Issuer (A) that it is unwilling or unable to continue to act as Depositary for such Global Note or (yB) has ceased to be that it is no longer a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days, 90 days after the date of such notice from the Depositary; (ii2) the Issuer, at its optionoption but subject to the Depositary’s requirements, notifies notify the Trustee in writing that it elects they elect to cause the issuance of the Definitive Notes (although for the applicable series; provided that in no event shall the Regulation S Temporary Global Notes may not Note of such series be exchanged by the Issuer for Definitive Notes of such series prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificates required pursuant to Rule 903(b)(3)(ii)(B)) or under the Securities Act; or (iii3) upon the request of a Holder if there shall have has occurred and be is continuing an Event of Default with respect to the Notes such series and the Depositary notifies the Trustee has received a written request from of its decision to exchange such Global Note of the Depositary to issue applicable series for Definitive NotesNotes of such series. Upon the occurrence of any of the preceding events described in clause (i1), (ii2) or (iii3) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will of the applicable series shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes of a series also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note of a series authenticated and delivered in exchange for, or in lieu of, a Global Note of such series or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any Note of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereofsuch series. A Global Note of a series may not be exchanged for another Note of the same series other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note of a series may be transferred and exchanged as provided in Section 2.06(b), ) or (c) hereof. Whenever any provision herein refers to issuance by the Issuer and authentication and delivery by the Trustee of a new Note of a series in exchange for the portion of a surrendered Note of such series that has not been redeemed or (f) hereofrepurchased, as the case may be, in lieu of the surrender of any Global Note of such series and the issuance, authentication and delivery of a new Global Note of such series in exchange therefor, the Trustee or the Depositary at the direction of the Trustee may endorse such Global Note to reflect a reduction in the principal amount represented thereby in the amount of Notes of such series so represented that have been so redeemed or repurchased.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the IssuerIssuers, at its their option, notifies notify the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth Unless and until it is exchanged in this Section 2.06whole or part for Definitive Notes, a Global Note may not be transferredtransferred except as a whole by the Depositary to a nominee of the Depositary, in whole and not in part, only 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 thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a All Global Note may not Notes will be exchanged by the Issuer for a Definitive Note unless, and, if applicable, subject Notes if: (1) the Issuer delivers to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) Trustee notice from the Depositary (x) notifies the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Note or (y) has ceased to be that it is no longer a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days, days after the date of such notice from the Depositary; (ii2) the Issuer, at Issuer in its option, notifies sole discretion determines that the Trustee in writing that it elects to cause the issuance of Definitive Global Notes (although Regulation S Temporary Global Notes may in whole but not in part) should be exchanged for Definitive Notes prior and delivers a written notice to such effect to the Trustee; (A3) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have has occurred and be is continuing an Event of Default with respect to the Notes; or (4) the issuance of such Definitive Notes is necessary in order for a Holder or beneficial owner to present its Note or Notes to a Paying Agent in order to avoid any tax that is imposed on or with respect to a payment made to such Holder or beneficial owner and the Trustee has received a written request from Holder or beneficial owner (through the Depositary Depositary) so certifies to issue Definitive Notesthe Issuer and the Trustee. Upon the occurrence of any either of the preceding events described in clause (i1), (ii2), (3) or (iii4) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section Sections 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not will be exchanged for a Definitive Note unless, and, Notes if applicable, subject the Depositary delivers notice to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), Company that: (iI) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue to act as Depositary; or (II) the Depositary for such Global Note or (y) has ceased to be is no longer registered as a clearing agency registered under the Exchange Act, and, in either each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depositary is not appointed by within 90 days after receiving notice from the Issuer within 120 daysDepositary. In each such case, (1) each Global Note will be deemed surrendered to the Trustee for cancellation, (2) the Trustee will promptly cancel each such Global Note in accordance with the Applicable Procedures, (3) the Company, (x) in accordance with Section 2.05 hereof, will promptly execute, for each beneficial interest in each Global Note so cancelled, an aggregate principal amount of Definitive Notes equal to the aggregate principal amount of such beneficial interest, registered in such name and authorized denominations as the Depositary specifies, and bearing such legends as such Definitive Notes are required to bear under Section 2.02 and Section 2.10 hereof, and, (y) as provided in Section 2.05(c) hereof, will promptly deliver to the Trustee such Definitive Notes and a Company Order including the information specified in Section 2.05(c) hereof with respect to such Definitive Notes, and (4) the Trustee, upon receipt of such Definitive Notes and such Company Order, in accordance with Section 2.05 hereof, will promptly authenticate, and deliver to the Holder specified in such Company Order, such Definitive Notes. (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes In addition: (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (AI) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the has occurred and is continuing, any owner of a beneficial interest in a Global Note may exchange such beneficial interest for Definitive Notes and the Trustee has received by delivering a written request from to the Depositary to issue Definitive Notes. Upon Company, the occurrence of Registrar and the Trustee; or (II) at any time, the Company may, in its sole discretion, at the request of the events described owner of a beneficial interest in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent permit the exchange of such owner’s beneficial interest, by delivering a written request to any the Registrar, the Trustee and the owner of such beneficial interest. In each case, (1) upon receipt of such request, the Registrar will promptly deliver written notice of such request to the Company and the Trustee, which notice must identify the owner of the events described beneficial interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP number of the relevant Global Note; (2) the Trustee, upon receipt of such notice, will promptly cause the aggregate principal amount of such Global Note to be reduced by the aggregate principal amount of the beneficial interest to be so exchanged in clause (i)accordance with the Applicable Procedures, (ii3) or the Company (iiix) above in accordance with Section 2.05 hereof, will promptly execute, for such beneficial interest, a Definitive Note having aggregate principal amount equal to the aggregate principal amount of such beneficial interest, registered in the name of the owner specified in the notice delivered by the Registrar, and pursuant bearing such legends as such Definitive Note is required to Section 2.06(cbear under Sections 2.02 and 2.10 hereof, and, (y) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided2.05(c) hereof, howeverwill promptly deliver to the Trustee such Definitive Note and a Company Order including the information specified in Section 2.05(c) hereof with respect to such Definitive Note, and (4) the Trustee, upon receipt of such Definitive Note and such Company Order, will promptly, in accordance with Section 2.05 hereof, authenticate, and deliver to the Holder specified in such Company Order, such Definitive Note. If, after such exchange, all of the beneficial interests in a Global Note may have been exchanged for Definitive Notes, such Global Note will be transferred deemed surrendered to the Trustee for cancellation, and exchanged as provided the Trustee will cause such Global Note to be cancelled in Section 2.06(b), (c) or (f) hereofaccordance with the Applicable Procedures.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to of the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), same series unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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 90 days, (ii) the IssuerCompany, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes and any Participant requests a Definitive Note in accordance with the Applicable Procedures (although Regulation S Temporary Global Notes at the Company’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar completion of any certification of beneficial ownership required pursuant to all applicable requirements under Rule 903(b)(3)(ii)(B903(b)(2)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) hereof. Each Holder that is a transferor of a Security shall provide or (f) hereofcause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days, (ii) there shall have occurred and be continuing a Default with respect to the IssuerNotes or (iii) the Company, at its option, notifies the Trustee in writing that it the Company elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause subsection (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 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 or Sections Section 2.07 or 2.10 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause subsection (i), (ii) or (iiiii) above and pursuant to Section 2.06(c) hereof). A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereofc).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 days90 days after the date of such notice from the Depositary, (ii) subject to the Issuerprocedures of the Depositary, the Issuers, at its their option, notifies notify the Trustee in writing that it they elects to cause the issuance of Definitive Notes, provided that in no event shall Definitive Notes (although be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Notes may not be exchanged for Definitive Notes Note prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificates required pursuant to Rule 903(b)(3)(ii)(B)) or 903, (iii) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes and Notes, or (iv) upon prior written notice given to the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notesin accordance with this Indenture. Upon the occurrence of any of the preceding events described in clause clauses (i), (ii), (iii) or (iii) aboveiv), Definitive Notes delivered in exchange for any Global Note or beneficial interests therein in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures)) and will bear the applicable restricted legends required pursuant to Section 2.01 and this Section 2.06. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof2.

Transfer and Exchange of Global Notes. Except as otherwise set forth in (i) Notwithstanding any other provision of this Section 2.06Indenture, a each Global Note may will be transferredexchanged for Physical Notes if the Depositary delivers notice to the Issuer that: (A) the Depositary is unwilling or unable to continue to act as Depositary; or (B) the Depositary is no longer registered as a clearing agency under the Exchange Act; and, in whole each case, the Issuer promptly delivers a copy of such notice to the Trustee and not the Issuer fails to appoint a successor Depositary within 90 days after receiving notice from the Depositary. In each such case, each Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause each Global Note to be cancelled in partaccordance with the Applicable Procedures, only and the Issuer, in accordance with Section 3.04, will promptly execute, and, upon receipt of a Company Order, the Trustee will, in accordance with Section 3.04, promptly authenticate and deliver, for each beneficial interest in each Global Note so exchanged, an aggregate principal amount of Physical Notes equal to another nominee the aggregate principal amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary specifies, and bearing any legends that such Physical Notes are required to bear under Section 3.07. (ii) In addition, if (x) the Issuer, in its sole discretion, determines that any Global Note will be exchangeable for Physical Notes or to (y) an Event of Default has occurred and is continuing, in each case, any owner of a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged exchange such beneficial interest for Physical Notes by delivering a Definitive Note unless, and, if applicable, subject written request to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for Registrar. In such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration Registrar will deliver notice of such request to the Issuer and the Trustee, which notice will identify the aggregate principal amount of such beneficial interest and the CUSIP of the applicable Restricted Period and relevant Global Note; (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i)Issuer will, (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replacedSection 3.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.accordance with

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a A Global Note may not be transferredtransferred as a whole except by the Depositary to a nominee of the Depositary, in whole and not in part, only 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 thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), of the same series if (i) the Depositary (xA) notifies the Issuer Company that it is unwilling or unable to continue to act as Depositary for such the Global Note Notes or (yB) has ceased to be a clearing agency registered under the Exchange Act, and, ; and in either case, the Company fails to appoint a successor Depositary is not appointed by the Issuer within 120 days, 90 days after becoming aware of such condition; or (ii) the IssuerCompany, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes in exchange for Global Notes of the same series (although in whole but not in part); provided that in no event shall the Legended Regulation S Temporary Global Notes may not Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificates required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes903. Upon the occurrence of any of the preceding events described in clause clauses (i), (ii) or (iiiii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Except as otherwise provided above in this Section 2.07(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (fd) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.062.07, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Certificated Note unless, and, if applicable, subject to of the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), same series unless (iA) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (iiB) the Issuer, at its option, notifies the Trustee and the Registrar and Paying Agent in writing that it elects they elect to cause the issuance of Definitive the Notes in certificated form (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) provided that under current industry practices, the expiration Depositary would notify participants of the applicable Restricted Period and (B) Issuer’s determination, but would only withdraw beneficial interests from a Global Note at the receipt by the Registrar request of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)participants) or (iiiC) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iiiA) above, Definitive Certificated Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 2.07 or Sections 2.07 or 2.10 2.08 and 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Certificated Notes issued subsequent to any of the preceding events described in clause (i), (iiA) or (iiiB) above and pursuant to Section 2.06(c2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 2.07(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note of a series may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor theretoxxxxxxx. A beneficial interest in a Global Note of a series may not be exchanged for a Definitive Note for the same series unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects they elect to cause the issuance of a Definitive Notes Note for the applicable series (although Regulation S Temporary Global Notes of such series may not be exchanged for Definitive Notes of such series prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and applicable series of Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note for the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note of the applicable series other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for such the Global Note Notes or (y) has ceased the Depositary ceases to be a “clearing agency agency” registered under the Exchange Act, and, in either case, Act and a successor Depositary depositary is not appointed by the Issuer Issuers within 120 days, 90 days of such notice or (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes (provided, however, that the Regulation S Temporary Global Note may not be exchanged for Definitive Notes prior to (1) the expiration of the Restricted Period and (2) the Trustee has received a written request from receipt by the Depositary to issue Definitive NotesRegistrar of any certificates required by Rule 903). Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) or (e) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or and (fi) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days90 days after the date of such notice from the Depositary, (ii) subject to the Issuerprocedures of the Depositary, the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes, provided that in no event shall Definitive Notes (although be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Notes may not be exchanged for Definitive Notes Note prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificates required pursuant to Rule 903(b)(3)(ii)(B)) or 903, (iii) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes and Notes, or (iv) upon prior written notice given to the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notesin accordance with this Indenture. Upon the occurrence of any of the preceding events described in clause clauses (i), (ii), (iii) or (iii) aboveiv), Definitive Notes delivered in exchange for any Global Note or beneficial interests therein in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures)) and will bear the applicable restricted legends required pursuant to Section 2.01 and this Section 2.06. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof2.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or ), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and Notes, or (iv) the Trustee has received a written request from by or on behalf of the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iiiiv) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days, (ii) subject to the procedures of the Depositary, the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) Notes, or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a A Global Note may not be transferredtransferred as a whole except by the Depositary to a nominee of the Depositary, in whole and not in part, only 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 thereto Depositary or a nominee of such successor theretoDepositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Definitive Note unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), of the same series if (i) the Depositary (xA) notifies the Issuer Company that it is unwilling or unable to continue to act as Depositary for such the Global Note Notes or (yB) has ceased to be a clearing agency registered under the Exchange Act, and, ; and in either case, the Company fails to appoint a successor Depositary is not appointed by the Issuer within 120 days, 90 days after becoming aware of such condition; or (ii) the IssuerCompany, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes in exchange for Global Notes of the same series (although in whole but not in part); provided that in no event shall the Legended Regulation S Temporary Global Notes may not Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership certificates required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the Depositary to issue Definitive Notes903. Upon the occurrence of any of the preceding events described in clause clauses (i), (ii) or (iiiii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in partwhole, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Except as otherwise provided above in this Section 2.07(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (fd) hereof.