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

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such Series. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to the Notes expiration of such Seriesthe Restricted Period. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company Issuer for Definitive Notes if: (1) the Company Issuer delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary; (2) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred following the occurrence and is continuing during the continuation of a Default or Event of Default with respect Default, any Person having a beneficial interest in a Global Note requests that the Global Notes should be exchanged for Definitive Notes and delivers a written notice to such effect to the Notes of such SeriesTrustee. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06, or Sections Section 2.07 or Section 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Notes or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Company in Company, at its sole discretion determines that option, elects to cause the Global Notes (in whole but not in part) should to be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect Default. In addition, beneficial interests in a Global Note may be exchanged for Definitive Notes upon request but only upon at least 20 days' prior written notice given to the Notes Trustee by or on behalf of such SeriesDTC in accordance with customary procedures and subject to compliance with Section 2.06(b)(ii) and Section 2.06(c). Upon the occurrence of any of the preceding events upon which Definitive Notes are to be issued in (1), (2) exchange for any Global Note or (3) beneficial interests therein as specified above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global NoteNote except as provided in this Section 2.06(a). A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a)2.06(a) and Sections 2.07 and 2.10; provided, however, that, beneficial interests in a Global Note may be transferred and exchanged for beneficial interests in another Global Note as provided in Section 2.04(b), (c) or (f2.06(b) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for Definitive Notes if: (1) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary; (2) the Company Issuer in its sole discretion determines determines, subject to the procedures of the Depositary, that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Trustee of the certificates required pursuant to Section 2.01(c) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of and the Beneficial Owners thereof have requested such Seriesexchange. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (fd) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;; or (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or PROVIDED that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company Issuers for Definitive Notes if: (1) the Company Xxxx Las Vegas delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Xxxx Las Vegas within 120 days after the date of such notice from the Depositary; (2) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3) there has occurred following the occurrence and is continuing during the continuation of a Default or Event of Default with respect Default, any Person having a beneficial interest in a Global Note requests that the Global Notes should be exchanged for Definitive Notes and delivers a written notice to such effect to the Notes of such SeriesTrustee. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there has shall have occurred and is be continuing to occur a Default or 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 such Seriesthe Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. In addition, beneficial interests in a Global Note may be exchanged for certificated Notes upon request but only upon at least 20 days' prior written notice given to the Trustee by or on behalf of DTC in accordance with customary procedures. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except as provided in this Section 2.06. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) there has occurred and is continuing a Default or an Event of Default with respect entitling the Holders to accelerate shall have occurred and be continuing and the Registrar has received a written request from the Depositary to issue Definitive 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 such Seriesthe Distribution Compliance Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(a)(3)(ii)(B) under the Securities Act. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in denominations of $1,000 or integral multiples thereof and in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such Series. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a); PROVIDED, howeverHOWEVER, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes if: if (1i) DTC (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 90 days after receiving such notice or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, each case the Company fails to appoint a successor Depositary is not appointed by the Company within 120 90 days after the date becoming aware of such notice from the Depositary; condition; (2ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part) should ); provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes and delivers a written notice to such effect to the Trusteeother than in accordance with Section 2.07(c)(ii); or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes of such Seriesand DTC requests Definitive Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 of the Base Indenture2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base IndentureSection 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.07, transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes only in accordance with the provisions of this Indenture and the Applicable Procedures. In addition, a Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by exchangeable for a Certificated Note only if (i) Euroclear or Clearstream notifies the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as clearing agency, (ii) the Common Depositary or notifies the Company that it is no longer a clearing agency registered under unwilling or unable to continue as common depositary for such Global Note and the Exchange Act and, in either case, Company fails to appoint a successor Depositary is not appointed by the Company common depositary within 120 days after the date of such notice from notice, or (iii) in the Depositary; (2) the Company in its sole discretion determines that the case of any Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) Note there has shall have occurred and is be continuing a Default or an Event of Default with respect to such Global Note or (iv) subject to the Notes of such Series. Upon Applicable Procedures, the occurrence of any Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the preceding events Certificated Notes. In all cases, Certificated Notes delivered in (1), (2) exchange for any Global Note or (3) above, Definitive Notes beneficial interests therein shall be registered in the names, and issued in such names and in any approved denominations as denominations, requested by or on behalf of the Common Depositary shall instruct in accordance with the TrusteeApplicable 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 of the Base Indenture2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base IndentureSection 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii), (iii) or (iv) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.07(b), (c) or (fh) hereof.

Transfer and Exchange of Global Notes. A Ownership of interests in the Global Note Notes (“Book-Entry Interests”) will be limited to Persons that have accounts with DTC, Euroclear or Clearstream, as applicable, or Persons that may not hold interests through such participants. Ownership of interests in the Book-Entry Interests and transfers thereof will be transferred except subject to the restrictions on transfer and certification requirements set forth herein. In addition, transfers of Book-Entry Interests between Participants will be effected by DTC, Euroclear or Clearstream, as a whole by applicable, in each case pursuant to the Depositary to a nominee Applicable Procedures. Owners of the Depositary, by a nominee of Book-Entry Interests will receive Definitive Registered Notes only in the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes iffollowing circumstances: (1) if DTC, Euroclear or Clearstream, as applicable, notifies the Company delivers to the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue to act as Depositary depositary or that it is no longer has ceased to be a clearing agency registered required under the Exchange Act and, in either case, a successor Depositary depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary;days; or (2) the Company if any Holder of a Book-Entry Interest requests such exchange in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default writing delivered through DTC, Euroclear or Clearstream, as applicable, following an Event of Default with respect to the Notes of such Seriesunder this Indenture. Upon the occurrence of any either of the preceding events in clauses (1), ) or (2) or (3) above, Definitive Notes shall the Issuers shall, at their own cost, issue or cause to be issued Definitive Registered Notes in such names and in any approved denominations as the Depositary DTC, Euroclear or Clearstream, as applicable, shall instruct the TrusteeRegistrar or Transfer Agent, and such Definitive Registered Notes will bear the Private Placement Legend to the extent required under Section 2.06(f)(1) hereof, unless that legend is not required thereby or by applicable law. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture2.10. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a). Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c). 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 2.04 2.06 or Sections 2.07 or 2.10 of the Base Indenture2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. (a) The Notes shall be transferable only in compliance with the Appendix. A Global Note may be transferred, in whole but not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes if:. (b) If at any time, (1) the Depositary notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer has ceased to be a clearing agency registered under the Exchange Act and, in either each case, a successor Depositary depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; appointed, (2) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global issuance of Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or certificated form, or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes, then the Company shall execute, and, subject to Article 2 of the Base Indenture, the Trustee, upon written notice from the Company, shall authenticate and make available for delivery the Notes in definitive registered form without coupons, in authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such SeriesGlobal Note and bearing transfer restriction legends when required by the Appendix. In such event the Company shall execute, and subject to Section 2.07 of the Base Indenture, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, shall authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such Global Note and bearing transfer restriction legends when required by the Appendix. Upon the occurrence of any exchange of the preceding events Global Note for such Notes in (1)definitive registered form without coupons, (2) or (3) abovein authorized denominations, Definitive Notes the Global Note shall be canceled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in any approved such authorized denominations as the Depositary Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Global The Trustee shall deliver such Notes also may be exchanged or replaced, to the Depositary for delivery to the Persons in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f) hereofwhose names such Securities are so registered.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depository or (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates certified in an Officers' Certificate to be required pursuant to Rule 903 under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary Depository shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;; or (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global NoteNote except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1) the Depositary notifies the Company delivers or the Trustee (which notice shall be forwarded promptly to the Trustee notice from other party by the Depositary party receiving such notice) (a) that it is unwilling or unable to continue to act as Depositary for the Global Notes or (b) that it is no longer has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositarynotification; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any either of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee, which Definitive Notes shall be Restricted Definitive Notes and bear the Private Placement Legend to the extent such Definitive Notes were issued in respect of beneficial interests in a Restricted Global Note. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there an Event of Default has occurred and is continuing and the Company has received a Default or Event request from the Depositary to issue Definitive Notes. Notwithstanding the foregoing, in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Physical Notes prior to (x) the expiration of Default with respect to the Notes of such Series. Upon Restricted Period and (y) the occurrence receipt by the Registrar of any of certificates required pursuant to Rule 903. Any Definitive Notes issued in accordance with the preceding events in (1), (2) or (3) above, Definitive Notes paragraph shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default (y) the receipt by the Registrar of any certificates identified by the Company or Event of Default with respect its counsel to be required pursuant to Rule 903 under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the an applicable Depositary to the Depositary or to another nominee of the applicable Depositary, or by the applicable Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall series will be exchanged by the Company Issuer for Definitive Notes if: (1) in the Company case of any Global Note, the Issuer delivers to the Trustee notice from the Depositary Euroclear and Clearstream that it is they are unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, agencies and a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary;; or (2) in the Company in its sole discretion determines that the case of any Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) Note, there has occurred and is continuing a Default or an Event of Default with respect to such Global Note and the Notes of Participant who owns a book entry interest in such SeriesGlobal Note so requests in writing. Upon the occurrence of any of the events listed in the preceding events in clause (1) of this Section 2.06(a), (2) the Issuer shall execute, and the Trustee or (3) abovethe Authentication Agent shall, upon receipt of an Authentication Order, authenticate and deliver Definitive Notes of the series and in an aggregate principal amount equal to the principal amount of the applicable Global Note tendered in exchange therefor. The Issuer shall, at the cost of the Issuer (but against such indemnity as the Registrar or any relevant Agent may require in respect of any tax or other duty of whatever nature which may be levied or imposed in connection with such exchange), cause sufficient Definitive Notes to be executed and delivered to the Trustee or the Authentication Agent for authentication and the Registrar for registration of the exchange and dispatch to the relevant Holders within 30 days of the relevant event. The Trustee or the Registrar shall, at the cost of the Issuer, deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Definitive Notes issued in exchange for beneficial interests in Global Notes pursuant to this Section 2.06(a) shall be issued registered in such names and in any approved such authorized denominations as the Depositary Depositary, pursuant to instructions from its Participants or Indirect Participants or otherwise, 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 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a); provided, however, notable, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c), (d) or (fe) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuers for Definitive Notes if: if (1i) the Company delivers Issuers deliver to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.6 or Sections 2.07 Section 2.7 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c2.6(b),(c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereofhereof upon prior written notice given to the Trustee by or on behalf of the Depositary.

Transfer and Exchange of Global Notes. A Except as set forth herein, a Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Owners of beneficial interests in Global Notes of a Series shall not be exchanged by the Company for entitled to receive Definitive Notes ifunless: (1) the Company delivers to Depositary (A) notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary or (B) that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Company Issuer, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of the certificated Notes and any Participant requests a certificated Note; provided that in no event shall the Regulation S Global Notes (in whole but not in part) should Note be exchanged by the Issuer for Definitive Notes prior to (a) the expiration of the Restricted Period and delivers a written notice to such effect to (b) the Trustee; orreceipt of any certificates required under the provisions of Regulation S; (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary notifies the Issuer and the Trustee of such Seriesits decision to exchange the Global Notes for Definitive Notes; or (4) written notice is given to the Trustee by or on behalf of the Depositary in accordance with this Indenture. Upon the occurrence of any of the preceding events in clauses (1), (2), (3) or (34) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeIssuer, the Trustee and the Registrar. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base IndentureSection 2.7 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.6 or Sections 2.07 or 2.10 of the Base IndentureSection 2.7 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.6(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (cSections 2.6(b) or (f) hereofc).

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuers for Definitive Notes if: (1) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; (2) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any either of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, and a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Depositary has ceased to be a clearing agency registered under the Exchange Act, (iii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iv) there has shall have occurred and is be continuing a Default or an Event of Default with respect under this Indenture. In any such case, the Company will notify the Trustee in writing that, upon surrender by the Direct Participants and Indirect Participants of their interest in such Global Note, Certificated Notes will be issued to each Person that such Direct Participants and Indirect Participants and DTC identify as being the Notes of such Series. Upon the occurrence of any beneficial owner of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base this Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however2.06. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereofof this Indenture.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company exchangeable for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it (x) is unwilling or unable to continue to act as Depositary or that it is no longer (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 Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any either of the preceding events in (1), ) or (2) or above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee, and upon the occurrence of the preceding events in (3) above, Definitive Notes shall be issued in such names and exchange for beneficial interests in any approved denominations as a Global Note upon request therefor by the Depositary shall instruct acting upon instruction of the Trusteeholder of such beneficial interest in such Global Note. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) hereof. In connection with any proposed exchange of a Definitive Note for a Global Note, the Company shall be required to use commercially reasonably efforts to 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 shall be entitled to 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. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for certificated Notes in fully registered form without interest coupons (“Definitive Notes Notes”) if: (1) the Company delivers to Depositary notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under depository for the Exchange Act and, in either case, Global Notes and a successor Depositary is not appointed by the Company Issuer within 120 ninety (90) days after the date of such notice from the Depositarynotice; (2) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Notes issued under Regulation S be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3) there an Event of Default has occurred and is continuing and the Registrar has received a Default or Event of Default with respect request from the Depositary to the Notes of such Seriesissue Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, and a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Depositary has ceased to be a clearing agency registered under the Exchange Act, (iii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iv) there has shall have occurred and is be continuing a Default or an Event of Default with respect under this Indenture. In any such case, the Company will notify the Trustee in writing that, upon surrender by the Direct Participants and Indirect Participants of their interest in such Global Note, Certificated Notes will be issued to each Person that such Direct Participants and Indirect Participants and DTC identify as being the Notes of such Series. Upon the occurrence of any beneficial owner of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base this Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however2.06. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) or (f) hereofof this Indenture.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for Definitive Notes if: (1) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary; (2) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act; or (3) upon the request of the Depositary after there has occurred and is continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any of the preceding events in (1), (2) or (3) aboveevents, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or PROVIDED that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. . (1) All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1A) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;; or (2B) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; orand (32) a Person holding a beneficial interest in a Global Note may exchange such beneficial interest for a Definitive Note if there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Registrar has received a written request from such Person to issue a Definitive Note; provided that in no event shall the Regulation S Global Note be exchanged by the Company for Definitive Notes prior to (y) the expiration of such Seriesthe Restricted Period and (z) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company Issuers for Definitive Notes if: (1) the Company Xxxx Las Vegas delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Xxxx Las Vegas within 120 90 days after the date of such notice from the Depositary;; or (2) following the Company occurrence and during the continuation of a Default or Event of Default, any Person having a beneficial interest in its sole discretion determines a Global Note requests that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such Series. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) hereof. Neither Issuer nor the Trustee will be liable for any delay by a Holder of a Global Note or (f) hereofthe Depositary in identifying the beneficial owners of Notes, except as a result of such Issuer's or Trustee's own negligent action, negligent failure to act or own willful misconduct, as the case may be. In the absence of bad faith on their part, the Issuers and the Trustee may conclusively rely on, and will be protected in relying on written instructions from the Holder of a Global Note or the Depositary for all purposes under this Indenture.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuers for Definitive Notes if: if (1i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or PROVIDED that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c2.06(b),(c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; , (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3ii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the applicable Notes and beneficial owners holding interests representing an aggregate principal amount of at least 51% of such SeriesNotes represented by Global Notes advise the Trustee in writing that the continuation of a book-entry system through the Depositary is no longer in such owner's best interests or (iii) the Company executes and delivers to the Trustee an order that the Global Notes will be so exchangeable. Upon the occurrence of any of the preceding events in clauses (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.8 and 2.10 of the Base Indenturehereof. Every Note authenticated and ------------ ---- delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.7 or Sections 2.07 Section 2.8 or 2.10 of the Base Indenture, hereof shall be ----------- ----------- ---- authenticated and delivered in the form of, and shall be, a Global Note, except as otherwise provided herein. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.7(a), ; however, beneficial -------------- interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.7(b), (c) or (f) hereof.. -------------- --- ---

Transfer and Exchange of Global Notes. A (1) Definitive Notes shall be issued in exchange for interests in the Global Notes only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes or if it at any time ceases to be a "clearing agency" registered under the Exchange Act, if so required by applicable law or regulation and a successor depositary is not appointed by the Company within 90 days; (y) if an Event of Default has occurred and is continuing; or (z) upon the written request to the Trustee and the Custodian, in accordance with the standing instructions and procedures existing between the Depositary and the Custodian, by any QIB that is a beneficial holder of an interest in the Global Note. In any such case, the Company shall execute, and the Trustee shall, upon receipt of an Authentication Order (which the Company agrees to deliver promptly), authenticate and deliver Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Notes in exchange therefor. Only Restricted Definitive Notes shall be issued in exchange for beneficial interests in Restricted Global Notes, and only Unrestricted Definitive Notes shall be issued in exchange for beneficial interests in Unrestricted Global Notes. Definitive Notes issued in exchange for beneficial interests in Global Notes shall be registered in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver or cause to be delivered such Definitive Notes to the persons in whose names such Notes are so registered. Such exchange shall be effected in accordance with the Applicable Procedures. (2) Notwithstanding any other provisions of this Indenture other than the provisions set forth in Section 2.12(a)(1), a Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, Depositary or by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such Series. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A The Global Notes authenticated under this Indenture shall be in bearer form and delivered to the Book-Entry Depositary, and shall constitute a single Note may not be transferred except as a whole by the Depositary to a nominee for all purposes of this Indenture. Transfer of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be only by delivery. The Issuer and the Book-Entry Depositary have agreed that the Global Notes shall only be delivered in the circumstances described in the Deposit Agreement. Global Notes will be exchanged by the Company Issuer for Definitive Notes ifRegistered Notes: (1) if DTC notifies the Company delivers to Book-Entry Depositary and the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary a Clearing System or that it is no longer ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Clearing System is not appointed by the Company within 120 days after the date of such notice from the Depositarydays; (2) if the Company Book-Entry Depositary or DTC so requests following an Event of Default under this Indenture; (3) in whole (but not in part) at any time if the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers Registered Notes; (4) the owner of a written notice to Book-Entry Interest requests such effect to the Trusteeexchange in writing delivered through DTC (including following an Event of Default under this Indenture); or (35) there has occurred the Book-Entry Depositary is at any time unwilling or unable to continue as Book-Entry Depositary and a successor Book-Entry Depositary is continuing a Default or Event of Default with respect to not appointed by the Notes of such SeriesIssuer within 120 days. Upon the occurrence of any of the preceding events in (1), (2) or (3) aboveevents, Definitive Registered Notes delivered in exchange for any Global Note or Book-Entry Interest shall be registered in the names, and issued in such names and in any approved denominations denominations, as the Depositary shall instruct the TrusteeTrustee (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 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Notehereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), ; however, beneficial interests Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or and (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. All Global Notes of a Series shall will not be exchanged by the Company for Definitive Notes ifunless: (1i) the Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 120 days after the date of such notice from the DepositaryDepository; (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee (3provided, 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 Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act and provided further, there has occurred and is shall be no continuing a Default or Event of Default); (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a request from the Depository or any Holder to issue Definitive Notes. In addition, beneficial interests in a Global Note may be exchanged for a Definitive Note upon request but only upon 20 days' prior written notice by or on behalf of such Seriesthe Depository in accordance with its customary procedures. Upon the occurrence of any of the preceding events described in (1this Section 2.06(a), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary Depository shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note Note, other than a Definitive Note, authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in only upon compliance with the applicable provisions of this Section 2.04(a), however, beneficial 2.06(a) and Sections 2.07 and 2.10 hereof. Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (conly upon compliance with the applicable provisions of Sections 2.06(b),(c),(d) or and (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1A) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2B) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Global Note be exchanged by the Company for Definitive Notes prior to the expiration of the Restricted Period; or (3C) there has occurred and is continuing a Default or Event of Default with respect has occurred and is continuing and the Depositary notifies the Trustee of its decision to exchange the Global Notes of such Seriesfor Definitive Notes. Upon the occurrence of any of the preceding events in (1A), (2B) or (3C) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08, 2.09 and 2.10 2.15 of the Base this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 Section 2.08, 2.09 or 2.15 of the Base this Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.07(c)(1), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.07(c)(2), (c3) or (f6) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Master Issuer for another Global Note or Definitive Notes if: (1Note(s) only in the Company delivers to circumstances set forth in Clause 3.5, the Trustee notice from Conditions, the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under Master Issuer Paying Agent and Agent Bank Agreement and the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the relevant Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such SeriesNote. Upon the occurrence of any of the preceding events in (1), (2) or (3) abovespecified therein concerning their exchange for Definitive Notes, Definitive Notes of the relevant Series and Class shall be issued in such names and in any approved denominations as the Depositary Master Issuer shall instruct the TrusteeRegistrar (based on the instructions of DTC and Euroclear and Clearstream, Luxembourg) and the Registrar shall cause the Principal Amount Outstanding of the applicable Global Note to be reduced accordingly, cancel such Global Note (if applicable) and direct DTC and Euroclear and Clearstream, Luxembourg to make corresponding reductions in their book-entry systems, and the Master Issuer shall execute and the Registrar shall authenticate such Definitive Notes of the relevant Series and Class in the appropriate principal amounts and the Registrar will register them. The Registrar shall deliver such Definitive Notes to the persons in whose names such Notes are so registered. Reg S Definitive Notes issued in exchange for a Book-Entry Interest pursuant to this Clause 5.1 shall bear the legend set forth in Clause 5.4, and shall be subject to all restrictions on transfer contained therein to the same extent as the Global Note so exchanged. Global Notes may also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base IndentureClause 4. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base IndentureClause 4 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f) hereofClause 5.1.

Transfer and Exchange of Global Notes. (a) A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company an Issuer for Definitive Notes if: (1) the Company an Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company an Issuer within 120 days after the date of such notice from the Depositary; (2) the Company an Issuer, in its sole discretion discretion, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such Seriesand Holders have requested Definitive Notes. Upon the occurrence of any of the preceding events in (1), (21),(2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 Section 2.08 or 2.10 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a)Section, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.3(b), (c) or (f) hereofhereof upon prior written notice given to the Trustee by or on behalf of the Depositary.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee a notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes and Holders of such Seriesa majority in aggregate principal amount of the Notes have requested that the Company issue Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations 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 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, 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 set forth in the preceding paragraph 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 2.04(a2.06(a), provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for Definitive Notes if: (1) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary; (2) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global ------------------------------------- Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903 under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuers for Definitive Notes if: if (1i) the Company delivers Issuers deliver to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; ; (2ii) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or Trustee or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Senior Subordinated Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (x) the expiration of such Seriesthe Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.10 of the Base Indenturehereof. Every Senior Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.6 or Sections 2.07 Section 2.7 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Senior Subordinated Note other than as provided in this Section 2.04(a2.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c2.6(b),(c) or (f) hereof.

Transfer and Exchange of Global Notes. A Prior to 40 days after the Issue Date, ownership of interests in the Global Note Notes (“Book-Entry Interests”) will be limited to persons that have accounts with DTC or persons that may not hold interests through such Participants. Ownership of interests in the Book-Entry Interests and transfers thereof will be transferred except as a whole subject to the restrictions on transfer and certification requirements set forth herein. In addition, transfers of Book-Entry Interests between Participants in DTC will be effected by DTC, pursuant to customary procedures and subject to the Depositary to a nominee applicable rules and procedures established by DTC and its Participants. Owners of the Depositary, by a nominee of Book-Entry Interests will receive Definitive Registered Notes only in the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes iffollowing circumstances: (1) if DTC, in respect of the Company delivers to Global Notes, notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary;days; or (2) the Company if any owner of a Book-Entry Interest requests such exchange in its sole discretion determines that writing delivered to DTC, in respect of the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Notes, following an Event of Default with respect to by the Notes of such SeriesIssuer under this Indenture. Upon the occurrence of any either of the preceding events in clauses (1), ) or (2) or (3) above, Definitive Notes the Issuer shall issue or cause to be issued Definitive Registered Notes in such names and in any approved denominations as the Depositary DTC shall instruct the TrusteeRegistrar or Transfer Agent, and such Definitive Registered Notes will bear the Restricted Notes Legend as provided in Section 2.06(g)(1) hereof, unless that legend is not required thereby or by applicable law. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 2.10 of the Base IndentureSection 2.10. A Global Note may not be exchanged for another Second Lien Note other than as provided in this Section 2.06(a). Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c). Every Second Lien Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base IndentureSection 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note. A None of the Trustee or any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Second Lien Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note may not be exchanged for another Note Note) other than to require delivery of such certificates and other documentation or evidence as provided in are expressly required by, and to do so if and when expressly required by, the terms of this Section 2.04(a)Indenture, however, beneficial interests in a Global Note may be transferred and exchanged to examine the same to determine substantial compliance as provided in Section 2.04(b), (c) or (f) to form with the express requirements hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All The Company shall cause the Registrar to exchange Global Notes of a Series shall be exchanged by the Company for Definitive Notes if: : (1) the Company delivers to the Trustee a notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; ; (2) the Company in at its sole discretion option determines that the Global Notes (in whole but not in part) should shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) there has occurred and is continuing a Default or Event of Default with respect shall have occurred and be continuing and the Depositary or a Beneficial Owner of the Notes, acting through a Participant, delivers written notice to such effect to the Notes Trustee and no holder or transferee of such Seriesa beneficial interest in a Global Note may receive a Definitive Note in exchange therefor unless clause (1), (2) or (3) applies. Upon the occurrence of any of the preceding events in clauses (1), (2) or (3) above, Definitive Notes shall be issued in denominations of US$1,000 or integral multiples thereof and in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this First Supplemental Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Security Registrar a written order given in accordance with the Depository's procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Note. The Security Registrar shall, in accordance with such written order, instruct the Depository to credit to the account of the Person specified in such written order a beneficial interest in the Global Note and to debit from the account of the Person making the transfer the beneficial interest in the Global Note being transferred. (ii) Notwithstanding any other provision of this First Supplemental Indenture (other than the provisions set forth in Section 2.7), a Global Note may not be transferred except as a whole except by the Depositary Depository to a nominee of the Depositary, Depository or by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the Depositary, Depository or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor Depositary. All Depository. (iii) In the event that a Restricted Global Note is exchanged for Notes in certificated registered form pursuant to Section 2.7 prior to the consummation of a Series shall be exchanged by Registered Exchange Offer or the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer effectiveness of a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default Shelf Registration Statement with respect to the Notes of such Series. Upon the occurrence of any of the preceding events in (1)Notes, (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however, beneficial interests in a Restricted Global Note may be transferred exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.6 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and exchanged such other procedures as provided in Section 2.04(b), (c) or (f) hereofmay from time to time be adopted by NiSource Finance.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary or that it the Depositary is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there has occurred and is continuing occurring a Default or 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 such Seriesthe Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is Act no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , or (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c2.06(b),(c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1) the Company Depositary delivers notice to the Trustee notice from the Depositary Company that (A) it is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary or that (B) it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the DepositaryAct; (2) an Event of Default has occurred and is continuing and the Depositary requests the issuance of Definitive Notes; or (3) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall will be issued in such names and in any approved denominations as the Depositary shall will instruct the Trustee. Neither the Company nor the Trustee shall be liable for any delay by the Depositary, its nominee or any direct or indirect participant in identifying the beneficial owners of the Global Notes. The Company and the Trustee may conclusively rely on, and shall be protected in relying on, instructions from the Depositary or its nominee for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the Definitive Notes to be issued. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 3.02 or Sections 2.07 or 2.10 of the Base Indenture, shall will be authenticated and delivered in the form of, and shall will be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a3.02(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(bSections 3.02(b), (c) or (fg) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company exchangeable for Definitive Notes if: : (1) the Company delivers to the Trustee notice from the Depositary that it (x) is unwilling or unable to continue to act as Depositary or that it is no longer (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 Company within 120 days after the date of such notice from the Depositary; ; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any either of the preceding events in (1), ) or (2) or above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee, and upon the occurrence of the preceding events in (3) above, Definitive Notes shall be issued in such names and exchange for beneficial interests in any approved denominations as a Global Note upon request therefor by the Depositary shall instruct acting upon instruction of the Trusteeholder of such beneficial interest in such Global Note. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) hereof. In connection with any proposed exchange of a Definitive Note for a Global Note, the Company shall be required to use commercially reasonably efforts to 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 shall be entitled to 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. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes if: if (1i) DTC (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 90 days after receiving such notice or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and the Company fails to appoint a successor Depositary is not appointed within 90 days after becoming aware of such condition; (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes; PROVIDED that in no event shall the Legended Regulation S Global Note be exchanged by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trusteeother than in accordance with Section 2.07(c)(ii); or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 of the Base Indenture2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base IndentureSection 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuers for Definitive Notes if: (1) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines Issuers, at their option, notify the Trustee that they elect to cause the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trusteeissuance of certificated notes; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such Seriesand the Trustee has received a request from the Depositary. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) or hereof. Notwithstanding the foregoing, in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (fA) hereofthe expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuers for Definitive Notes if: if (1i) the Company delivers Issuers deliver to the Indenture Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Indenture Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (3A) there has occurred the expiration of the Distribution Compliance Period and is continuing a Default or Event (B) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in clause (1), (2i) or clause (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeIndenture Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base IndentureSection 2.07. Every Senior Note authenticated and delivered in exchange for, or in lieu of, a any Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections 2.07 or 2.10 of the Base IndentureSection 2.07, shall be authenticated and delivered in the form of, and shall be, a Global Note or a Definitive Note, as the case may be. A Global Note may not be exchanged for another Senior Note other than as provided in this Section 2.04(a2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), Sections 2.06(b) and (c) or (f) hereof).

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for Definitive Notes if: (1) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary; (2) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) the Depositary so requests and there has occurred and is continuing a Default or Event of Default with respect to the Notes of such Seriesseries. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary in accordance with the Applicable Procedures shall instruct the TrusteeNote Registrar. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 2.08 hereof. Except as provided this Section 2.06(a), every Note of the Base Indenture. Every Note any series authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenture2.08 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. Any Note of any series that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. A Global Note may not be exchanged for another Note of the applicable series other than as provided in this Section 2.04(a2.06(a), however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall may be exchanged by the Company for Definitive Certificated Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Certificated Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing . If a Default or an Event of Default with respect to a Note occurs and is continuing, the Notes of such Series. Upon Company shall, at the occurrence of any request of the preceding events in (1)Holder thereof, (2) exchange all or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 part of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note that is a Restricted Global Note or any portion thereofan Unrestricted Global Note, pursuant to this Section 2.04 as the case may be, for one or Sections 2.07 or 2.10 more Certificated Notes; provided that the principal amount of the Base Indentureeach of such Certificated Notes, and such Global Note, after such exchange, shall be authenticated $1,000 or an integral multiple thereof. Whenever a Global Note is exchanged as a whole for one or more Certificated Notes, it shall be surrendered by the Holder thereof to the Trustee for cancellation. Whenever a Global Note is exchanged in part for one or more Certificated Notes, it shall be surrendered by the Holder thereof to the Trustee and delivered the Trustee shall make the appropriate notations to the Schedule of Exchanges of Interests in the form of, and shall be, a Global NoteNote attached thereto pursuant to Section 2.02 hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), ) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Ownership of interests in the Global Note Notes (“Book-Entry Interests”) will be limited to Persons that have accounts with DTC, or Persons that may not hold interests through such participants. Ownership of interests in the Book-Entry Interests and transfers thereof will be transferred except as a whole subject to the restrictions on transfer and certification requirements set forth herein. In addition, transfers of Book-Entry Interests between Participants will be effected by DTC, in each case pursuant to the Depositary to a nominee Applicable Procedures. Owners of the Depositary, by a nominee of Book-Entry Interests will receive Definitive Registered Notes only in the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes iffollowing circumstances: (1) if DTC notifies the Company delivers to the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue to act as Depositary depositary or that it is no longer has ceased to be a clearing agency registered required under the Exchange Act and, in either case, a successor Depositary depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary;days; or (2) the Company if any Holder of a Book-Entry Interest requests such exchange in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or writing delivered through DTC following an Event of Default with respect to the Notes of such Seriesunder this Indenture. Upon the occurrence of any either of the preceding events in clauses (1), ) or (2) or (3) above, Definitive Notes shall the Issuers shall, at their own cost, issue or cause to be issued Definitive Registered Notes in such names and in any approved denominations as the Depositary DTC shall instruct the TrusteeRegistrar or Transfer Agent, and such Definitive Registered Notes will bear the Private Placement Legend to the extent required under Section 2.06(f)(1) hereof, unless that legend is not required thereby or by applicable law. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture2.10. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a). Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c). 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 2.04 2.06 or Sections 2.07 or 2.10 of the Base Indenture2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3iii) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such Seriesand the Registrar has received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 3.08 or Sections 2.07 Section 2.08 or 2.10 2.11 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a3.08(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 3.08(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: Notes, subject to any applicable laws, only if (1i) the Depositary notifies the Company delivers to the Trustee notice from that (A) the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it (B) the Depositary is no longer registered as a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) upon request of the Company in its sole discretion determines that Trustee or Holders of a majority of the Global aggregate principal amount of outstanding Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes of such Series. Upon the occurrence of any of the preceding events in (1), (2) or (3iii) aboveif the Company at its option notifies the Trustee that it elects to cause the issuance of Definitive Notes and any Participant requests a Definitive Note in accordance with applicable procedures of DTC. In any such case, the Company will notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of their interests in such Global Note, Definitive Notes shall will be issued in to each Person that such names Participants, Indirect Participants and in any approved denominations DTC, as applicable, jointly identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.10 2.10. Except in the case of exchanges of beneficial interests in Global Notes for Definitive Notes and transfers of beneficial interests in Global Notes to Person who takes delivery thereof in the Base Indenture. Every form of Definitive Notes, in each case as contemplated and permitted by this Section 2.6, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.6 or Sections 2.07 Section 2.7 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however2.6. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), paragraph (b) or (c) or (f) hereofbelow.

Transfer and Exchange of Global Notes. A Prior to 40 days after the Issue Date, ownership of interests in the Global Note Notes (“Book-Entry Interests”) will be limited to persons that have accounts with DTC or persons that may not hold interests through such Participants. Ownership of interests in the Book-Entry Interests and transfers thereof will be transferred except as a whole subject to the restrictions on transfer and certification requirements set forth herein. In addition, transfers of Book-Entry Interests between Participants in DTC will be effected by DTC, pursuant to customary procedures and subject to the Depositary to a nominee applicable rules and procedures established by DTC and its Participants. Owners of the Depositary, by a nominee of Book-Entry Interests will receive Definitive Registered Notes only in the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes iffollowing circumstances: (1) if DTC, in respect of the Company delivers to Global Notes, notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary;days; or (2) the Company if any owner of a Book-Entry Interest requests such exchange in its sole discretion determines that writing delivered to DTC, in respect of the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Notes, following an Event of Default with respect to by the Notes of such SeriesIssuer under this Indenture. Upon the occurrence of any either of the preceding events in clauses (1), ) or (2) or (3) above, Definitive Notes the Issuer shall issue or cause to be issued Definitive Registered Notes in such names and in any approved denominations as the Depositary DTC shall instruct the TrusteeRegistrar or Transfer Agent, and such Definitive Registered Notes will bear the Private Placement Legend as provided in Section 2.06(f)(1) hereof, unless that legend is not required thereby or by applicable law. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 2.10 of the Base IndentureSection 2.10. A Global Note may not be exchanged for another Senior Secured Note other than as provided in this Section 2.06(a). Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c). Every Senior Secured Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base IndentureSection 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note. A None of the Trustee or any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Senior Secured Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note may not be exchanged for another Note Note) other than to require delivery of such certificates and other documentation or evidence as provided in are expressly required by, and to do so if and when expressly required by, the terms of this Section 2.04(a)Indenture, however, beneficial interests in a Global Note may be transferred and exchanged to examine the same to determine substantial compliance as provided in Section 2.04(b), (c) or (f) to form with the express requirements hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes if: (1i) the Depositary notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as a depositary for such Global Note or if at any time the Depositary ceases to act as Depositary or that it is no longer be a clearing agency registered under the Exchange Act andAct, and in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositarydepositary; (2ii) the Company in its sole discretion at any time determines that not to have any or all the Notes represented by such Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the TrusteeNote; or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes of represented by such SeriesGlobal Note. Upon the occurrence of any of the preceding events in clauses (1i), (2ii) or (3iii) aboveof this Section 2.2(a), Definitive Notes (x) shall be issued in fully registered form in such denominations and such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in accordance with its customary procedures and (y) will bear the restrictive legend referred to in Section 2.2(f) of this Appendix, unless that legend is not required by applicable law. In such circumstance, the Global Note or Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and, upon a written order of the Company signed by an Officer, the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depositary in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Payment of principal of, and premium, if any, and interest on, the Definitive Notes will be payable, and the transfer of the Definitive Notes will be registrable, at the office or agency of the Company maintained for such purposes; and no service charge will be made for any registration of transfer or exchange of the Definitive Notes, although the Company may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 2.08 or 2.10 of the Base Indenture, Indenture shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.2(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.2(b) or (c) or (f) hereofof this Appendix.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company Partnership for Definitive Notes Notes, in minimum denominations of $1,000 and multiples of $1,000 in excess thereof, if: (1) the Company Partnership delivers to the Trustee notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary or that it the Depositary is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Partnership within 120 days after the date of such notice from the Depositary; (2) the Company Partnership in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Global Note be exchanged for Definitive Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 209 and 2.10 212 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.3 or Sections 2.07 Section 209 or 2.10 212 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.3(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.3(b), (c), (d) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; ; (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act; or (iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any either of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 of the Base Indenture2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base IndentureSection 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.07(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuers for Definitive Notes if: if (1i) the Company delivers Issuers deliver to the Trustee a notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or provided, however, that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for Definitive Notes if: (1) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary; (2) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes and the Depositary notifies the Trustee of such Seriesits decision to exchange the Global Notes for Definitive Notes. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and Section 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.06, Section 2.07 or Section 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuers for Definitive Notes if: (1i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; (2ii) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Global Note be exchanged by the Issuers for Definitive Notes prior to the expiration of the Restricted Period; or (3iii) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary notified the Trustee of such Seriesits decision to exchange the Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base this Fourth Supplemental Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base this Fourth Supplemental Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(j); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(k), (cl) or (fo) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuers for Definitive Notes if: if (1i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or PROVIDED that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series series shall be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the DepositaryDepositary is received; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 [Replacement Notes] and 2.10 of the Base Indenture[Temporary Notes] herein. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 [Transfer and Exchange] or Sections 2.07 or 2.10 of the Base Indenture2.08 [Replacement Notes] and 2.10[Temporary Notes] herein, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a)) [Transfer and Exchange], however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b)) [Transfer and Exchange], (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Depositary notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, and a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or that the Depositary is no longer a clearing agency registered under the Exchange Act, (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in accordance with its customary procedures. In addition, beneficial interests in a Global Note may be exchanged for Definitive Notes upon prior written notice given to the Trustee by or on behalf of the Depositary in accordance with this Indenture. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.06 and 2.07 and 2.10 of the Base Indenturehereof. Every Except as otherwise provided in this Section 2.06(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global NoteNote and owners of interests in Global Notes will not have Notes registered in their names, will not receive physical delivery of Definitive Notes and will not be considered the registered owners or Holders thereof under this Indenture for any purpose. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f) hereof2.06.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes if: (1i) the Depositary notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as a depositary for such Global Note or if at any time the Depositary ceases to act as Depositary or that it is no longer be a clearing agency registered under the Exchange Act andAct, and in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositarydepositary; (2ii) the Company in its sole discretion at any time determines that not to have any or all the Notes represented by such Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the TrusteeNote; or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes of represented by such SeriesGlobal Note. Upon the occurrence of any of the preceding events in clauses (1i), (2ii) or (3iii) aboveof this Section 2.2(a), Definitive Notes (x) shall be issued in fully registered form in such denominations and such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in accordance with its customary procedures and (y) will bear the restrictive legend referred to in Section 2.2(g) of this Appendix, unless that legend is not required by applicable law. In such circumstance, the Global Note or Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and, upon a written order of the Company signed by an Officer, the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depositary in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Payment of principal of, and premium, if any, and interest (including Additional Interest, if any) on, the Definitive Notes will be payable, and the transfer of the Definitive Notes will be registrable, at the office or agency of the Company maintained for such purposes; and no service charge will be made for any registration of transfer or exchange of the Definitive Notes, although the Company may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 2.08 or 2.10 of the Base Indenture, Indenture shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.2(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.2(b), (c) or (f) hereofof this Appendix.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company Co-Obligors for Definitive Notes if: if (1i) the Company delivers Co-Obligors deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Co-Obligors within 120 90 days after the date of such notice from the Depositary; ; (2ii) the Company Co-Obligors in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Co-Obligors for Definitive Notes prior to (3x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 of the Base Indenture2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base IndentureSection 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Except as provided below, transfers of the Global Note may Notes shall be limited to transfers of such Global Notes in whole, but not in part, to the Depositary. Certificated Notes shall be transferred except as a whole by to all beneficial owners in exchange for their beneficial interests in the Depositary to a nominee of the Depositary, by a nominee of the Depositary to Global Notes if (i) the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; ; or (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Certificated Notes and delivers a written notice to such effect to the Trustee; or. (3i) there has occurred and is continuing In connection with any transfer of a Default or Event of Default with respect to the Notes of such Series. Upon the occurrence of any portion of the preceding events beneficial interests in the Global Notes to beneficial owners pursuant to paragraph (1), (2) or (3a) above, Definitive the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Notes in an amount equal to the principal amount of the beneficial interest in such Global Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated Notes of like tenor and amount. (ii) In connection with the transfer of an entire Global Note to beneficial owners pursuant to paragraph (a) above, the Global Note shall be issued in such names deemed to be surrendered to the Trustee for cancellation, and in any approved denominations as the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or for its beneficial interest in lieu of, a the Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 an equal aggregate principal amount of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f) hereofCertificated Notes of authorized denominations.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All A Global Notes of a Series shall Note will be exchanged by the Company for Definitive Certificated Notes if: only if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Certificated Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Certificated Notes prior to (3x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act or (iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes of such SeriesFirst Mortgage Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Certificated Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every First Mortgage Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another First Mortgage Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1) such Depositary notifies the Company delivers to the Trustee notice from the Depositary in writing that it is unwilling or unable to continue to act as Depositary for a Global Note or that it is no longer if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act Act, and, in either case, the Company fails to appoint a successor Depositary is not appointed by registered as a clearing agency under the Exchange Act within 90 days of the notification to the Company within 120 days after or of the date Company becoming aware of such notice from the DepositaryDepositary ceasing to be so registered; (2) the Company if an Event of Default has occurred and is continuing, any owner of a beneficial interest in its sole discretion determines that the a Global Notes (in whole but not in part) should be exchanged Note may exchange such beneficial interest for Definitive Notes and delivers by delivering a written notice to such effect request to the TrusteeRegistrar; or (3) there has occurred if the Company notifies the Trustee that it wishes to terminate and is continuing exchange all or part of a Default Global Note for Definitive Notes and the beneficial owners of the majority of the principal amount of such Global Note (or Event of Default with respect 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 Notes by delivering a written request to the Notes of such SeriesRegistrar. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 2.8 2.11 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 3.2 or Sections 2.07 or 2.10 Section 2.8 and 2.11 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a3.2(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c3.2(b) or (f) hereofc).

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default under the Indenture with respect to the Notes of such SeriesNotes. Upon the occurrence of any either of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Participants and in any approved denominations as Indirect Participants and the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.6 and 2.10 3.4 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.02 or Sections 2.07 Section 3.6 or 2.10 3.4 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.02(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.02(b), (c) or (f) hereofof this Supplemental Indenture.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for Definitive Notes if: if (1i) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or PROVIDED that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for Definitive Notes if: (1i) in whole if the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary; , (2ii) in whole if the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or , (3iii) there has occurred and is continuing a Default or Event of Default in part with respect to the Notes portion thereof attributable to the requesting Holder at any time at the request of such SeriesHolder or (iv) in part at the request of the Depositary on behalf of any holder of a beneficial interest in a Global Note. Upon the occurrence of any of the preceding events in the preceding clause (1i), (2ii), (iii) or (3) aboveiv), Definitive Notes shall be issued in such names and in any approved denominations such amounts, as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in this Section 2.05 and Sections 2.07 2.06 and 2.10 of the Base Indenture2.08 hereof. Every Note authenticated and delivered made available for delivery in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.05 or Sections 2.07 Section 2.06 or 2.10 of the Base Indenture2.08 hereof, shall be authenticated and delivered and, except as provided in the second sentence of this Section 2.05(a), be made available for delivery in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.05(a), however, ; provided that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f) consistent with the provisions hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes executes and delivers a written notice an Officers’ Certificate to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and owners of beneficial interests in the Global Note in an amount not less than a majority of the aggregate outstanding principal amount of such SeriesGlobal Note have delivered to the Company and the Trustee a notice indicating that the continuation of the book-entry system through the Depositary is no longer in the best interests of the holders of such beneficial interests; or (4) as otherwise agreed by the Company and a holder of a beneficial interest in a Global Note. Upon the occurrence of any either of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will not be exchanged by the Company for Definitive Notes ifunless: (1i) the Company delivers to the Trustee notice from the Depositary that (x) it is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary or that (y) it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the DepositaryAct; (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the TrusteeTrustee (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 Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act and provided further, there shall be no continuing Default or Event of Default); or (3iii) there has occurred and is continuing a Default or an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a request from the Depositary or any Holder to issue Definitive Notes; provided, that in no event shall the Reg S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of such Seriesthe Distribution Compliance Period and (y) the receipt by the Registrar of any certificate identified by the Company and its counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names and as the Depositary shall instruct the Trustee. In addition, beneficial interests in a Global Note may be exchanged for a Definitive Note upon request but only upon 20 days' prior written notice by or on behalf of the Depositary in accordance with its customary procedures. Upon the occurrence of any approved denominations of the events described in this Section 2.6(a), Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.10 of the Base Indenturehereof. Every Note Note, other than a Definitive Note, authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.6 or Sections 2.07 Section 2.7 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in only upon compliance with the applicable provisions of this Section 2.04(a), however, beneficial 2.6(a) and Sections 2.7 and 2.10 hereof. Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(bonly upon compliance with the applicable provisions of Sections 2.6(b), (c) ), or (f) hereof.

Transfer and Exchange of Global Notes. A (1) Definitive Notes shall be issued in exchange for interests in the Global Notes only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes or if it at any time ceases to be a "clearing agency" registered under the Exchange Act, if so required by applicable law or regulation, and a successor depositary is not appointed by the Company within 120 days, or (y) an Event of Default has occurred and is continuing. In either case, the Company shall execute, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Notes in exchange therefor. Only Restricted Definitive Notes shall be issued in exchange for beneficial interests in Restricted Global Notes, and only Unrestricted Definitive Notes shall be issued in exchange for beneficial interests in Unrestricted Global Notes. Definitive Notes issued in exchange for beneficial interests in Global Notes shall be registered in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its Participants or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver or cause to be delivered such Definitive Notes to the persons in whose names such Notes are so registered. Such exchange shall be effected in accordance with the Applicable Procedures. (2) Notwithstanding any other provisions of this Indenture other than the provisions set forth in Section 2.12(a)(1), a Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, Depositary or by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such Series. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for Definitive Notes only if: (1) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes of which the Trustee has actual notice and the Registrar has received a request from a beneficial owner to issue such SeriesDefinitive Notes, and if the Trustee is the Registrar, an order or written confirmation from the Depositary identifying the beneficial owner. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f) hereof.Sections

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company Partnership for Definitive Notes Notes, in minimum denominations of $1,000 and multiples of $1,000 in excess thereof, if: (1) the Company Partnership delivers to the Trustee notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary or that it the Depositary is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Partnership within 120 days after the date of such notice from the Depositary; (2) the Company Partnership in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Global Note be exchanged for Definitive Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.09 and 2.10 2.12 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.3 or Sections 2.07 Section 2.09 or 2.10 2.12 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.3(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.3(b), (c), (d) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Co-Issuers for Definitive Notes if: (1) the Company delivers Co-Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Co-Issuers within 120 90 days after the date of such notice from the Depositary;; or (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes Co-Issuers execute and delivers a written notice deliver an Officer’s Certificate to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and owners of beneficial interests in the Global Note in an amount not less than a majority of the aggregate outstanding principal amount of such SeriesGlobal Note have delivered to the Company and the Trustee a notice indicating that the continuation of the book-entry system through the Depositary is no longer in the best interests of the holders of such beneficial interests; or (4) as otherwise agreed by the Co-Issuers and a holder of a beneficial interest in a Global Note. Upon the occurrence of any of the preceding events in subparagraph (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or Section 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may not be transferred except as a in whole by the Depositary and not in part only to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All A beneficial interest in a Global Notes of a Series shall Note may not be exchanged by for a Definitive Note unless (i) the Depositary (x) notifies the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for such Global Note or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, a successor Depositary is not appointed by the Company within 120 days, (ii) in the case of a Global Note held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, (A) is closed for business for a continuous period of 14 days after the date (other than by reason of such notice from the Depositary; statutory or other holidays) or (2B) announces an intention permanently to cease business or does in fact do so, (iii) the Company in its sole discretion determines that the is required by law to exchange Global Notes (in whole but not in part) should be exchanged for Definitive Notes and the Company delivers a written notice to the Trustee to such effect to the Trustee; or effect, (3iv) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes or (v) a request for 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 Seriesnotice has been received by the Company from the Trustee. Upon the occurrence of any of the preceding events in (1), i) to (2) or (3v) above, Definitive Notes delivered in exchange for any Global Note or beneficial interest therein will be registered in the names, and shall be issued in such names and in any approved denominations 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 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) to (v) above or pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for Definitive Notes if: if (1i) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; Depositary or (2ii) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or PROVIDED that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (3x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act or (ii) there has shall have occurred and is be continuing a Default default or an Event of Default with respect and the Trustee receives a request from the Depositary to the Notes of such Seriesissue Definitive Notes. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuers for Definitive Notes if: (1i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; (2ii) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Global Note be exchanged by the Issuers for Definitive Notes prior to the expiration of the Restricted Period; or (3iii) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base this Second Supplemental Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections 2.07 or 2.10 of the Base this Second Supplemental Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(j), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(k), (cl) or (fo) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903 under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuers for Definitive Notes if: if (1i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company Issuers in its their sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Notes of such SeriesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuers for Definitive Notes if: if (1i) the Company delivers Issuers deliver to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; ; (2ii) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or Trustee or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Senior Discount Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (x) the expiration of such Seriesthe Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.10 of the Base Indenturehereof. Every Senior Discount Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.6 or Sections 2.07 Section 2.7 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Senior Discount Note other than as provided in this Section 2.04(a2.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c2.6(b),(c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for Definitive Notes if: (1) the Company Issuer delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Trustee of the certificates required pursuant to Section 2.01(c) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such Seriesand the Holder so requests. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), 2.06(b) or (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) there has occurred and is continuing a Default or an Event of Default with respect entitling the Holders to accelerate shall have occurred and be continuing and the Registrar has received a written request from the Depositary to issue Definitive 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 such Seriesthe Distribution Compliance Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(a)(3)(ii)(B) under the Securities Act. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in denominations of $1,000 or integral multiples thereof and in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default under the Indenture with respect to the Notes of such SeriesSenior Notes. Upon the occurrence of any either of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Participants and in any approved denominations as Indirect Participants and the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.6 and 2.10 3.4 of the Base Indenture. Every Ten-Year Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.02 or Sections 2.07 Section 3.6 or 2.10 3.4 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Ten-Year Note other than as provided in this Section 2.04(a2.02(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.02(b), (c) or (f) hereofof this Third Supplemental Indenture.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall be exchanged by the Company Issuers for Definitive Notes if: (1) the Company Wxxx Las Vegas delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Wxxx Las Vegas within 120 days after the date of such notice from the Depositary; (2) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3) there has occurred following the occurrence and is continuing during the continuation of a Default or Event of Default with respect Default, any Person having a beneficial interest in a Global Note requests that the Global Notes should be exchanged for Definitive Notes and delivers a written notice to such effect to the Notes of such SeriesTrustee. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 120 days after the date of such notice from the DepositaryDepository; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names names, and issued in any approved denominations denominations, as requested by or on behalf of the Depositary shall instruct Depository to the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clauses (1), (2) or (3) above and pursuant to clause (c) below. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (fd) hereof. The Company shall be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and Beneficial Owners holding interests representing an aggregate principal amount of at least 51% of such SeriesNotes represented by Global Notes advise the Trustee in writing that the continuation of a book-entry system through the Depositary is no longer in such owner's best interests. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall will be issued in such names and in any approved denominations as the Depositary shall will instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall will be authenticated and delivered in the form of, and shall will be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof. If a Holder is an Institutional Accredited Investor or a if a Holder is required to do so pursuant to any applicable law or regulation, such Holder may obtain Definitive Notes upon written request in accordance with the Depositary's and the Registrar's procedures and in accordance with this Section 2.06.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3x) there the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act or (iii) an Event of Default has occurred and is continuing a Default or Event of Default with respect to continuing, and the Notes of such SeriesDepositary so requests. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base Indenture2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (fd) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such SeriesNotes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Definitive Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Base IndentureDepositary (in accordance with its customary procedures) and will bear the Private Placement Legend unless such legend is not required by applicable law. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for Definitive Notes only if: (1) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes of which the Trustee has actual notice and the Registrar has received a request from a beneficial owner to issue such SeriesDefinitive Notes, and if the Trustee is the Registrar, a Company Order or written confirmation from the Depositary identifying the beneficial owner. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenturehereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 2.06 or Sections Section 2.07 or 2.10 of the Base Indenturehereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f2.06(b) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a Series shall will be exchanged by the Company Issuer for another Global Note or Definitive Notes if: (1Note(s) only in the Company delivers to circumstances set forth in CLAUSE 3.5, the Trustee notice from Conditions, the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under Paying Agent and Agent Bank Agreement and the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the relevant Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes of such SeriesNote. Upon the occurrence of any of the preceding events in (1), (2) or (3) abovespecified therein concerning their exchange for Definitive Notes, Definitive Notes of the relevant Series and Class shall be issued in such names and in any approved denominations as the Depositary Issuer shall instruct the TrusteeRegistrar (based on the instructions of DTC and Euroclear and Clearstream, Luxembourg) and the Registrar shall cause the Principal Amount Outstanding of the applicable Global Note to be reduced accordingly, cancel such Global Note (if applicable) and direct DTC and Euroclear and Clearstream, Luxembourg to make corresponding reductions in their book-entry systems, and the Issuer shall execute and the Registrar shall authenticate such Definitive Notes of the relevant Series and Class in the appropriate principal amounts and the Registrar will register them. The Registrar shall deliver such Definitive Notes to the persons in whose names such Notes are so registered. Reg S Definitive Notes issued in exchange for a Book-Entry Interest pursuant to this CLAUSE 5.1 shall bear the legend set forth in CLAUSE 5.3, and shall be subject to all restrictions on transfer contained therein to the same extent as the Global Note so exchanged. Global Notes may also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of the Base Indenture. CLAUSE 4 Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04 or Sections 2.07 or 2.10 of the Base IndentureCLAUSE 4 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.04(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.04(b), (c) or (f) hereofCLAUSE 5.1.