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

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines, 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 and the Beneficial Owners thereof have requested such exchange. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company 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 and the Beneficial Owners thereof have requested such exchangePeriod. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines, subject to the procedures of the Depositary, 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 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 and the Beneficial Owners thereof have requested such exchangeTrustee. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.06, or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Issuer Issuers for Definitive Notes if: (1) the Issuer 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 Issuer Xxxx Las Vegas within 120 days after the date of such notice from the Depositary; (2) the Issuer Issuers in its their sole discretion determines, subject to the procedures of the Depositary, 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 Issuer Issuers for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder 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 and the Beneficial Owners thereof have requested such exchangeTrustee. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will of a Series shall be exchanged by the Issuer Company for Definitive Notes if: (1) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 and the Beneficial Owners thereof have requested of such exchangeSeries. Upon the occurrence of either any of the preceding events in (1), (2) or (23) 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 hereofof the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.04 or Section Sections 2.07 or 2.10 hereofof the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.04(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.04(b), (c) or (df) 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 will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary 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 Issuer Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Issuer in Company, at its sole discretion determinesoption, subject elects to the procedures of the Depositary, that 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; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to Trustee or (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 (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 DTC in accordance with customary procedures and the Beneficial Owners thereof have requested such exchangesubject to compliance with Section 2.06(b)(ii) and Section 2.06(c). Upon the occurrence of either any of the preceding events upon which Definitive Notes are to be issued in (1) exchange for any Global Note or (2) beneficial interests therein as specified above, Definitive Notes shall be issued in such names and approved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, 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 2.06(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 2.06(b), (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 or (iii) there shall have occurred and 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 Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(c)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. 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 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except as provided in this Section 2.06. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: (1) the Issuer Company delivers to the Trustee notice from the Depositary that 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 Issuer Company within 120 days after the date of such notice from the Depositary;; or (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 PROVIDED that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: (1i) the Issuer Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company 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) hereofPeriod; or (3iii) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeDepositary notifies the Trustee in writing of its decision to exchange the applicable Global Note for Definitive Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 hereof2.11 of 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 2.06 or Section 2.07 or 2.10 hereofSections 2.08 or 2.11 of 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 2.06(a2.07(j), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (ce), (k), (l) or (do) 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 will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of any certificates identified by the certificates Company or its counsel to be 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 Rule 903 under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Issuer exchangeable for Definitive Notes if: (1) the Issuer 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 Issuer Company within 120 days after the date of such notice from the Depositary; (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 an Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee, and upon the occurrence of the preceding events in (3) above, Definitive Notes shall be issued in exchange for beneficial interests in a Global Note upon request therefor by the Depositary acting upon instruction of the holder 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 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 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 (d) 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 will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, and a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Issuer Depositary has ceased to be a clearing agency registered under the Exchange Act, (iii) the Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Trustee or (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 (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 and the Beneficial Owners thereof have requested such exchange. Upon the occurrence of either beneficial owner of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereofof 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 2.06 or Section 2.07 or 2.10 hereofof 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 2.06(a), however2.06. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (d) 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 will be exchanged by the Issuer Company for Definitive Notes if: (1) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder the Securities Act; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereofhereof upon prior written notice given to the Trustee by or on behalf of the Depositary.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depository or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates certified in an Officers' Certificate to be 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 Rule 903 under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary 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 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 PROVIDED that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for certificated Notes in fully registered form without interest coupons (“Definitive Notes Notes”) if: (1) the Depositary notifies the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it 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 Issuer within 120 ninety (90) days after the date of such notice from the Depositarynotice; (2) the Issuer in its sole discretion determines, subject to the procedures of the Depositary, 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 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 Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder the Securities Act; or (3) there an Event of Default has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeRegistrar has received a request from the Depositary to issue Definitive Notes. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: (1) the Issuer delivers Depositary notifies the Company 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 Issuer Company within 120 90 days after the date of such notice from the Depositarynotification; (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder 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 Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee, 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 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Trustee or (iii) an Event of Default has occurred and is continuing and the Company has received a 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 Issuer Company for Definitive Physical Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(c) hereof; or (3) there has occurred and is continuing a Default or Event of Default Rule 903. Any Definitive Notes issued in accordance with respect to the Notes and the Beneficial Owners thereof have requested such exchange. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes paragraph shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 and the Beneficial Owners thereof have requested such exchange. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); PROVIDED, howeverHOWEVER, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Issuers for Definitive Notes if: (1) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 days after the date of such notice from the Depositary; (2) the Issuer Issuers in its their sole discretion determines, subject to the procedures of the Depositary, 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 Issuer Issuers for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder the Securities Act; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) 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 will be exchanged by the Issuer Company for Definitive Notes if: (1A) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary;; or (2B) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 and (2) a Person holding a beneficial interest in no event shall the Regulation S Temporary a Global Note be exchanged by the Issuer may exchange such beneficial interest for a 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) Note if there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested Registrar has received a written request from such exchangePerson 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 the 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 either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Issuers for Definitive Notes if: if (1i) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Issuers in its their sole discretion determines, subject to the procedures of the Depositary, 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 PROVIDED that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Issuers for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(c)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (df) 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 will be exchanged by the Issuer for Definitive Notes if: (1) in the 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 Issuer within 120 days after the date of such notice from the Depositary;; or (2) in the Issuer in its sole discretion determinescase of any Global Note, 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 an Event of Default with respect to the Notes such Global Note and the Beneficial Owners thereof have requested Participant who owns a book entry interest in such exchangeGlobal Note so requests in writing. Upon the occurrence of either any of the events listed in the preceding events in clause (1) of this Section 2.06(a), the Issuer shall execute, and the Trustee or (2) 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 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 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, notable, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c), (d) or (de) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Issuers for Definitive Notes if: if (1i) the Issuer delivers Issuers deliver to the Trustee 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 Issuer Issuers within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Issuers in its their sole discretion determines, subject to the procedures of the Depositary, 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 Temporary Global Note be exchanged by the Issuer Issuers for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(c)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.6 or Section 2.07 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c2.6(b),(c) or (df) hereof.

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 will shall not be exchanged by the Issuer for entitled to receive Definitive Notes ifunless: (1) the Depositary (A) notifies the Issuer delivers to the Trustee notice from the Depositary 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 Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Issuer Issuer, at its option, notifies the Trustee in its sole discretion determines, subject writing that it elects to cause the procedures issuance of the Depositary, that the Global Notes (in whole but not in part) should be exchanged for Definitive certificated Notes and delivers any Participant requests a written notice to such effect to the Trusteecertificated Note; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (Aa) the expiration of the Restricted Period and (Bb) the receipt by the Trustee of the any certificates required pursuant to Section 2.01(c) hereof; orunder 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 Beneficial Owners thereof have requested such exchangeDepositary notifies the Issuer and the Trustee of its 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 either of the preceding events in clauses (1), (2), (3) or (24) 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 Section 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 2.06 2.6 or Section 2.07 or 2.10 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 2.06(a2.6(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (cSections 2.6(b) or (d) 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 will be exchanged by the Issuer Company for Definitive Notes if: (1) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 and the Beneficial Owners thereof have requested such exchangeTrustee requests that the Global Notes be exchanged for Definitive Notes. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) 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 will be exchanged by the Issuer for Definitive Notes iffollowing circumstances: (1) if DTC, Euroclear or Clearstream, as applicable, notifies the Issuer 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 Issuer Issuers within 120 days after the date of such notice from the Depositary;days; or (2) the Issuer if any Holder of a Book-Entry Interest requests such exchange in its sole discretion determineswriting delivered through DTC, subject to the procedures of the DepositaryEuroclear or Clearstream, 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 as applicable, following an Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeunder this Indenture. Upon the occurrence of either of the preceding events in clauses (1) or (2) above, Definitive Notes shall the Issuers shall, at their own cost, issue or cause to be issued Definitive Registered Notes in such names 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 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note2.10. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests . Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) hereofc). Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Issuer Issuers for Definitive Notes if: (1) the Issuer 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 Issuer Xxxx Las Vegas within 120 90 days after the date of such notice from the Depositary;; or (2) following the Issuer occurrence and during the continuation of a Default or Event of Default, any Person having a beneficial interest in its sole discretion determines, subject to the procedures of the Depositary, 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; 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 and the Beneficial Owners thereof have requested such exchange. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 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 (d) 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 by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary;; or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, 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 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) 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 shall be transferred except as exchangeable for a whole by Certificated Note only if (i) Euroclear or Clearstream notifies the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary Company 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 Issuer common depositary within 120 days after the date of such notice from notice, or (iii) in the Depositary; (2) the Issuer in its sole discretion determines, subject to the procedures case 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 any 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 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 and Applicable Procedures, the Beneficial Owners thereof have requested such exchange. Upon Company, at its option, notifies the occurrence of either 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) exchange for any Global Note or (2) above, Definitive Notes beneficial interests therein shall be registered in the names, and issued in such names as any approved 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 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 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 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (dh) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(c)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Issuer Company for Definitive Notes if: if (1i) DTC (A) notifies the Issuer delivers to the Trustee notice from the Depositary Company that it is unwilling or unable to continue to act as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 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 Issuer within 120 90 days after the date becoming aware of such notice from the Depositary; condition; (2ii) the Issuer Company, at its option, notifies the Trustee in its sole discretion determines, subject writing that it elects to cause the procedures issuance of the Depositary, that the Definitive Notes in exchange for 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 Legended Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to other than in accordance with Section 2.07(c)(ii); or (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 (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeDTC requests Definitive Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines, subject to the procedures of the Depositary, 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 Registrar of the any certificates required pursuant to Section 2.01(c) hereofRule 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 and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either any of the preceding events in (1) or (2) aboveevents, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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) an Event of Default entitling the Holders to accelerate shall have occurred and be continuing and the Registrar has received a written request from the Depositary to issue Definitive Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Distribution Compliance Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(a)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in denominations of $1,000 or integral multiples thereof and in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, and a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Issuer Depositary has ceased to be a clearing agency registered under the Exchange Act, (iii) the Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Trustee or (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 (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 and the Beneficial Owners thereof have requested such exchange. Upon the occurrence of either beneficial owner of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trusteerelated Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereofof 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 2.06 or Section 2.07 or 2.10 hereofof 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 2.06(a), however2.06. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereofof 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 will be exchanged by the Issuer Company for Definitive Notes if: , and only if, either (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, depositary and a successor Depositary depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; , or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Distribution Compliance Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(c)(3)(ii)(B) hereof; or (3) there has occurred and is continuing under the Securities Act, then, upon surrender by the Global Note Holder of a Default or Event Global Note, Notes in the form of Default with respect Definitive Notes will be issued to each person that the Notes Global Note Holder and the Beneficial Owners thereof have requested such exchangeDepositary identify as being the beneficial owner of the related Notes. Upon the occurrence of either any of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) 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 will be exchanged by the Issuer Company for Definitive Notes if: (1) the Issuer Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it 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 Issuer Company within 120 days after the date of such notice from the DepositaryDepository; (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names names, and issued in any approved denominations, as requested by or on behalf of the Depositary shall instruct Depository to the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clauses (1), (2) or (3) above and pursuant to clause (c) below. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) 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 by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines, subject to the procedures of the Depositary, 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 Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder 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 Beneficial Owners thereof have requested such exchangeDepositary notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or 2.06, Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. (1) A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: (1A) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary;; or (2B) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; orunder the Securities Act. (32) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchange. Upon the occurrence of either of the preceding events in (1A) or (2B) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(c)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) 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 will be exchanged by the Issuer for Definitive Notes iffollowing circumstances: (1) if DTC, in respect of the Global Notes, notifies the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary;days; or (2) the Issuer if any owner of a Book-Entry Interest requests such exchange in its sole discretion determineswriting delivered to DTC, subject to the procedures in respect of the DepositaryGlobal Notes, 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 following an Event of Default 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 and the Beneficial Owners thereof have requested such exchangeunder this Indenture. Upon the occurrence of either of the preceding events in clauses (1) or (2) above, Definitive Notes the Issuer shall issue or cause to be issued Definitive Registered Notes in such names 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 hereofSection 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 2.06 or Section 2.07 or 2.10 hereofSection 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 2.06(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 2.06(b), (c) or (d) 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 will shall be exchanged by the Issuer Company for Definitive Notes if: (1i) the Issuer delivers to Depositary notifies the Trustee notice from the Depositary Company 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 Issuer within 120 days after the date of such notice from the Depositarydepositary; (2ii) the Issuer Company in its sole discretion determines, subject at any time determines not to have any or all the procedures of the Depositary, that 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 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) hereofNote; or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes and the Beneficial Owners thereof have requested represented by such exchangeGlobal Note. Upon the occurrence of either any of the preceding events in clauses (1i), (ii) or (2iii) aboveof this Section 2.2(a), Definitive Notes (x) shall be issued in fully registered form in such denominations and such names as the Depositary shall instruct the TrusteeTrustee in accordance with its customary procedures and (y) will bear the restrictive legend referred to in Section 2.2(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 hereofof the Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 2.08 or 2.10 hereof, of the Indenture shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.2(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 2.2(b) or (c) or (d) 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 will be exchanged by the Issuer Company for Definitive Notes if: (1) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; (2) in the Issuer 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 (other than by reason of statutory or other holidays), or (B) announces and intention permanently to cease business or does in fact do so; (3) there shall have occurred and be continuing an Event of Default with respect to the Notes and requested by the Trustee; (4) a request for Certificated Notes has been made upon 60 days' prior written notice give to the Trustee in accordance with DTC's customary procedures and a copy of such notice has been received by the Company from the Trustee; or (5) the Company in its sole discretion determines, subject to the procedures of the Depositary, 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 PROVIDED that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines, subject to the procedures of the Depositary, 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 Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder the Securities Act; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeDepositary or Holder so requests. Upon the occurrence of either any of the preceding events in (1) or (2) aboveevents, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.11 and 2.10 2.14 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.10 or Section 2.07 2.11 or 2.10 2.14 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.10(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 2.10(b) or (c) or (d) 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 90 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 an Authentication Order (which the Company agrees to delivery 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 will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines, 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 and the Beneficial Owners thereof have requested such exchange. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) 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 Global Notes will be exchanged by the Issuer for Definitive Notes if:Depository. (1iii) In the Issuer delivers to the Trustee notice from the Depositary event that it a Restricted Global Note 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 Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion 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 certificated registered form pursuant to Section 2.01(c) hereof; or (3) there has occurred and is continuing 2.7 prior to the consummation of a Default Registered Exchange Offer or Event the effectiveness of Default a Shelf Registration Statement with respect to the Notes and the Beneficial Owners thereof have requested such exchange. Upon the occurrence of either of the preceding events in (1) or (2) aboveNotes, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), 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 2.06(b), (c) or (d) 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 by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Issuers for Definitive Notes if: (1) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determinesIssuers, subject to the procedures of the Depositaryat their option, 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 notify the Trustee that they elect to cause the issuance of the certificates required pursuant to Section 2.01(c) hereofcertificated notes; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeTrustee has received a request from the Depositary. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 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 (dA) 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, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All The Company shall exchange Global Notes will be exchanged by the Issuer for Definitive Notes if: : (1) required by applicable law; (2) the Issuer Book-Entry System ceases to exist; (3) the Company determines, at its option, that the Global Notes shall be exchanged for Definitive Notes (including, without limitation, in circumstances where the Company considers it impracticable or inefficient to effect any distribution or conversion in respect of the Notes through the facilities of the Depositary) and delivers a written notice to such effect to the Trustee, (4) the Company or the Depositary delivers to the Trustee a notice from the Depositary to the effect that it is unwilling or unable to continue to act as the Depositary or that it is no longer a clearing agency registered under willing, able or qualified to properly discharge its responsibilities as depositary with respect to the Exchange Act and, in either case, Notes and a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; , or (25) after the Issuer occurrence of an Event of Default, the Depositary notifies the Trustee that it has received written notification from Participants, acting on behalf of Indirect Participants representing, in its sole discretion determinesthe aggregate, subject to in excess of 50% of aggregate principal amount of beneficial ownership interests in the procedures of the DepositaryGlobal Notes, that it is no longer in their best interest 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 held 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 and the Beneficial Owners thereof have requested such exchangeDepositary. Upon the occurrence of either any of the preceding events in clauses (1), (2), (3), (4) or (25) above, the Trustee shall notify the Depositary, for and on behalf of Participants and Indirect Participants, of the termination of the Book-Entry System and that the Notes will be represented by Definitive Notes, and Definitive Notes shall be issued in denominations of $1,000 or integral multiples thereof and registered and in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b), ) or (c) or (d) 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 will be exchanged by the Issuer for Definitive Notes if: : (1) the Issuer Company delivers to the Trustee a notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it 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 Issuer Company within 120 90 days after the date of such notice from the Depositary; ; (2) the Issuer in Company at its sole discretion determines, subject to the procedures of the Depositary, 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; 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 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 the Beneficial Owners thereof have requested such exchangeno holder or transferee of a 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 either any of the preceding events in clauses (1), (2) or (23) above, Definitive Notes shall be issued in denominations of US$1,000 or integral multiples thereof and in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. All Global Notes will be exchanged by the Issuer Company for Definitive Certificated Notes if: in registered certificated form if (1i) the Issuer Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depository, (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 TrusteeTrustee or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be 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 Issuer Company for Definitive Certificated Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Note Registrar of any certificates identified by the certificates Company or its counsel to be 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 Rule 903 under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) aboveabove the Company will notify the Trustee in writing that, Definitive upon surrender by the Direct and Indirect Participants of their interest in such Global Notes, Certificated Notes shall will be issued in such names as the Depositary Direct and Indirect Participants and the Depository shall instruct the Trustee. Global Notes also may be exchanged or replaced, replaced in whole or in part, as provided in Sections 2.07 2.08 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.08 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) hereof.2.10

Transfer and Exchange of Global Notes. A (1) The Global Note may Notes cannot 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 any Person other than to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary Clearing System or a its nominee of such successor Depositary. approved by the Company, the Guarantors and the Trustee. (2) All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: (1A) if each Depositary notifies the Issuer delivers to the Trustee notice from the Depositary Company that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under Clearing System in respect of the Exchange Act and, in either case, Notes and a successor Depositary Clearing System is not appointed by the Issuer Company within 120 days after days; (B) if either Depositary so requests following an Event of Default; (C) in whole, but not in part, at any time if the date of such notice from the Depositary; (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers Notes; or (D) if the owner of a written notice to Book Entry Interest requires such effect to the Trustee; provided that exchange 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 writing delivered through either Depositary following an Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeDefault. Upon the occurrence of either any of the preceding events in (1) or (2) aboveevents, Definitive Notes shall be issued in such the name or names and issued in any approved denominations, as the Depositary shall instruct the TrusteeCompany based on the instructions received by the Depositary from the holders of Book Entry Interests. Definitive Notes issued in exchange for Book Entry Interests in the 144A Global Note shall be issued as a 144A Definitive Note. Definitive Notes issued in exchange for Book Entry Interest in a Reg S Global Note prior to September 3, 2005 shall be issued as a Reg S Definitive Note. (3) Global Notes may also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 Section 2.7 (Replacement Notes) and Section 2.10 hereof(Temporary Notes). Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.7 (Replacement Notes) or Section 2.07 or 2.10 (Temporary Notes) hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note Note, other than as provided in this Section 2.06(a2.6(a)(Transfer and Exchange of Global Notes), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(c)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) 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 will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary 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 Issuer Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Issuer in Company, at its sole discretion determinesoption, subject elects to the procedures of the Depositary, that 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; provided that Trustee or (iii) there shall have occurred and be continuing a Default or Event of 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 Trustee by or on behalf of DTC in accordance with customary procedures and subject to compliance with Section 2.06(b)(ii) and Section 2.06(c). Notwithstanding the two preceding sentences, in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(c)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either any of the preceding events upon which Definitive Notes are to be issued in (1) exchange for any Global Note or (2) beneficial interests therein as specified above, Definitive Notes shall be issued in such names and approved denominations as the Depositary shall instruct the TrusteeTrustee and, if such Global Note is a Restricted Global Note, shall bear the Private Placement Legend. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, 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 2.06(a)) and Sections 2.07 and 2.10; PROVIDED, howeverHOWEVER, that, beneficial interests in a Global Note may be transferred and exchanged for beneficial interests in another Global Note as provided in Section 2.06(b), (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Issuers for Definitive Notes if: (1) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Issuers within 120 days after the date of such notice from the Depositary; (2) the Issuer Issuers in its their sole discretion determines, subject to the procedures of the Depositary, 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 Issuers for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder the Securities Act; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: (1) the Issuer 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 Issuer Company within 120 days after the date of such notice from the Depositary; (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 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 Depositary (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 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged (or exchangeable, in the case of a Default or Event of Default covered by clause (iii) below) by the Issuer for Definitive Notes if: if (1i) DTC (A) notifies the Issuer 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 Issuer 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 Issuer fails to appoint a successor Depositary is not appointed by the Issuer within 120 90 days after the date becoming aware of such notice from the Depositary; condition; (2ii) the Issuer in Issuer, at its sole discretion determinesoption, 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 notifies the Trustee in writing that it elects to cause the issuance of the certificates required pursuant to Section 2.01(c) hereofDefinitive Notes; or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.6 or Section 2.07 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.6(c) or (e) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.6(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), 2.6(b) or (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(c) hereof; or (3) there has occurred and is continuing a Default Rule 903 under the Securities Act, it being understood that the Registrar shall have no duty or Event obligation to verify that any such certificate received by it complies with the requirements of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangerule. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes (accompanied by a notation of the Subsidiary Guarantees duly endorsed by the Guarantors) shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) 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 Common 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 Common 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 Common Depositary to a nominee of the Depositary, Common Depositary or by a nominee of the Common Depositary to the Common Depositary or to another nominee of the Depositary, Common Depositary or by the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines, 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 and the Beneficial Owners thereof have requested such exchange. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Issuer Company for Definitive Notes if: if (1i) DTC (A) notifies the Issuer delivers to the Trustee notice from the Depositary Company that it is unwilling or unable to continue to act as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 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 by the Issuer within 120 90 days after the date becoming aware of such notice from the Depositary; condition; (2ii) the Issuer Company, at its option, notifies the Trustee in its sole discretion determines, subject writing that it elects to cause the procedures issuance 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 TrusteeNotes; provided PROVIDED that in no event shall the Legended Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to other than in accordance with Section 2.07(c)(ii); or (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 (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: (1) the Issuer 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 Issuer within 120 days after the date of such notice from the DepositaryAct; (2) an Event of Default has occurred and is continuing and the Issuer Depositary requests the issuance of Definitive Notes; or (3) the Company in its sole discretion determines, subject to the procedures of the Depositary, 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 and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either any of the preceding events in (1), (2) or (23) 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 hereofthe Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 3.02 or Section 2.07 or 2.10 hereofthe Base Indenture, shall will be authenticated and delivered in the form of, and shall will be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a3.02(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(bSections 3.02(b), (c) or (dg) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any 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 Rule 903 under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Co-Issuers for Definitive Notes if: (1) the Issuer delivers Co-Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Co-Issuers within 120 90 days after the date of such notice from the Depositary;; or (2) the Issuer in its sole discretion determines, subject to the procedures of the Depositary, 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; 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 and owners of beneficial interests in the Beneficial Owners thereof Global Note in an amount not less than a majority of the aggregate outstanding principal amount of such Global Note have requested 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 exchangebeneficial 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 either any of the preceding events in subparagraph (1), (2) or (23) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Trustee or (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 (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 and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either of the preceding events in (1i), (ii) or (2iii) above, Definitive Notes shall be issued in such names as the Participants and 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 hereof3.4 of the Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.02 or Section 2.07 3.6 or 2.10 hereof3.4 of the Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.02(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.02(b), (c) or (df) hereofof this Supplemental Indenture.

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 will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines, 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 and the Beneficial Owners thereof have requested such exchange. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) 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 will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary 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 Issuer Company within 120 days after the date of such notice from the Depositary; ; or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Certificated Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to . (Ai) the expiration In connection with any transfer of a portion of the Restricted Period and (B) beneficial interests in the receipt by the Trustee of the certificates required Global Notes to beneficial owners pursuant to Section 2.01(c) hereof; or paragraph (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchange. Upon the occurrence of either of the preceding events in (1) or (2a) 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 as deemed to be surrendered to the Trustee for cancellation, and 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 hereof. 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 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) hereofan equal aggregate principal amount of Certificated 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 Note will be exchanged by the Issuer Company for Definitive Certificated Notes if: only if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary 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 Issuer Company within 120 days after the date of such notice from the Depositary; , (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Certificated Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Certificated Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(c)(3)(ii)(B) hereof; or under the Securities Act or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeFirst Mortgage Notes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) above, Definitive Certificated Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. 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 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another First Mortgage Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if: if (1i) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer in its sole discretion determines, subject to the procedures of the Depositary, 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; provided PROVIDED that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(c)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note ------------------------------------- may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any 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 Rule 903 under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes (accompanied by a notation of the Note Guarantees duly endorsed by the Guarantors) shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it 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 Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Issuer in at its sole discretion determines, subject to the procedures of the Depositary, option determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder 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 Beneficial Owners thereof have requested such exchangeDepositary requests the issuance of Definitive Notes. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names and in such approved denominations as the Depositary shall instruct (in accordance with its customary procedures) the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it 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 Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Issuer in at its sole discretion determines, subject to the procedures of the Depositary, option determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder 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 Beneficial Owners thereof have requested such exchangeDepositary requests the issuance of Definitive Notes. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names and in such approved denominations as the Depositary shall instruct (in accordance with its customary procedures) the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Issuers for Definitive Notes if: (1) the Issuer 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 Issuer Issuers within 120 days after the date of such notice from the Depositary; (2) the Issuer Issuers in its their sole discretion determines, subject to the procedures of the Depositary, 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 Temporary Global Note be exchanged by the Issuer Issuers for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder the Securities Act; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except transferred, as a whole and not in part, by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; ; (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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, the Trustee, in turn, notifies Participants of their right to withdraw their beneficial interests from the Global Notes, and such Participants elect to withdraw their beneficial interests; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder the Securities Act; or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either any of the preceding events in (1i), (ii) or (2iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), 2.07; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines, 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 another Global Note be exchanged by or Definitive Note(s) only in the Issuer for Definitive Notes prior to (A) circumstances set forth in CLAUSE 3.5, the expiration of Conditions, the Restricted Period Paying Agent 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 Agent Bank Agreement and the Beneficial Owners thereof have requested such exchangerelevant Global Note. Upon the occurrence of either any of the preceding events in (1) or (2) abovespecified therein concerning their exchange for Definitive Notes, Definitive Notes of the relevant Series and Class shall be issued in such names 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 hereof. 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 2.06 or Section 2.07 or 2.10 CLAUSE 4 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) hereofCLAUSE 5.1.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes only if: (1) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary;; or (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 PROVIDED that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will not be exchanged by the Issuer Company for Definitive Notes ifunless: (1i) the Issuer 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 Issuer within 120 days after the date of such notice from the DepositaryAct; (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Trustee (provided, that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereofunder 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 Beneficial Owners thereof have requested such exchangeTrustee 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 the 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 either any of the preceding events in (1i), (ii) or (2iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. 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 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 hereof. 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 2.06 2.6 or Section 2.07 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in only upon compliance with the applicable provisions of this Section 2.06(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 2.06(bonly upon compliance with the applicable provisions of Sections 2.6(b), (c) ), or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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) an Event of Default entitling the Holders to accelerate shall have occurred and be continuing and the Registrar has received a written request from the Depositary to issue Definitive Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Distribution Compliance Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(a)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in denominations of $1,000 or integral multiples thereof and in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Issuer Partnership for Definitive Notes Notes, in minimum denominations of $1,000 and multiples of $1,000 in excess thereof, if: (1) the Issuer 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 Issuer Partnership within 120 days after the date of such notice from the Depositary; (2) the Issuer Partnership in its sole discretion determines, subject to the procedures of the Depositary, 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 (Aa) the expiration of the Restricted Period and (Bb) the receipt by the Trustee of the any certificates required pursuant to Section 2.01(c) hereofunder the provisions of Regulation S; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.09 and 2.10 hereof2.12 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 2.06 2.3 or Section 2.07 2.09 or 2.10 hereof2.12 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 2.06(a2.3(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.3(b), (c), (d) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines, subject to the procedures of the Depositary, 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 Trustee (although Regulation S Temporary Global Note Notes may not be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Trustee applicable Registrar of the certificates any certification of beneficial ownership required pursuant to Section 2.01(c) hereofRule 903(b)(3)(ii)(B)); or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either of the preceding events in the foregoing clause (1) or (2) above), Definitive Notes shall be issued in such names as the Depositary or DTC Participant shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section Sections 2.06(b), ) or (c) or (d) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if: (1) the Issuer delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Issuer in its sole discretion determines, subject to the procedures of the Depositary, 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 and the Beneficial Owners thereof have requested such exchangeHolder so requests. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (d) 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 will be exchanged by the Issuer for Definitive Notes if: (1) in the 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 Issuer within 120 days after the date of such notice from the Depositary;; or (2) in the Issuer in its sole discretion determinescase of any Global Note, 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 an Event of Default with respect to the Notes such Global Note and the Beneficial Owners thereof have requested Participant who owns a book-entry interest in such exchangeGlobal Note so requests in writing. Upon the occurrence of either any of the events listed in the preceding events in clause (1) of this Section 2.06(a), the Issuer shall execute, and the Trustee or (2) 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 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 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, notable, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c), (d) or (de) 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 A Global Notes Note will be exchanged by the Issuer Company for Definitive Notes only if: (1) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 90 days after the date of such notice from the Depositary; (2) an Event of Default has occurred with respect to the Issuer Notes and is continuing and the Registrar has received a request from the Depositary to issue Definitive Notes in lieu of all or a portion of the Global Notes (in which case the Company shall deliver Definitive Notes within 30 days of such request); (3) in the case of a Regulation S Global Note, Euroclear or Clearstream, as the case may be, (A) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays), or (B) announces an intention permanently to cease business or does in fact do so; provided, however, that Definitive Notes shall only be issued in exchange for or in lieu of such Regulation S Global Note; or (4) the Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either any of the preceding events in (1), (2), (3) or (24) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in exchange for the beneficial interests in the Global Notes so exchanged. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except as provided in the second sentence of this Section 2.06(a). A Global Note may not be transferred or exchanged for another Note, and beneficial interests in a Global Note shall not be exchanged in whole or in part for Definitive Notes, other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Issuers for Definitive Notes if: if (1i) the Issuer delivers Issuers deliver to the Trustee 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 Issuer Issuers within 120 days after the date of such notice from the Depositary; ; (2ii) the Issuer Issuers in its their sole discretion determines, subject to the procedures of the Depositary, 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 TrusteeTrustee or (iii) there shall have occurred and 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 Issuer Issuers for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.10 hereof. 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 2.06 2.6 or Section 2.07 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Senior Subordinated Note other than as provided in this Section 2.06(a2.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c2.6(b),(c) or (df) 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 A beneficial interest in a Global Notes will Note may not be exchanged by the Issuer for a Definitive Notes if: Note unless (1i) the Issuer delivers to Depositary (x) notifies the Trustee notice from the Depositary Company 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, (ii) in either casethe 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 successor Depositary is not appointed continuous period of 14 days (other than by reason of statutory or other holidays) or (B) announces an intention permanently to cease business or does in fact do so, (iii) there shall have occurred and be continuing an Event of Default with respect to the Issuer within 120 days after Notes or (iv) a request for certificates has been made upon 60 days' prior written notice given to the date Trustee in accordance with DTC's customary procedures and a copy of such notice has been received by the Company from the Depositary; (2) the Issuer in its sole discretion 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 Temporary Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either any of the preceding events in (1i) or - (2iv) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it 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 Issuer Company within 120 days after the date of such notice from the Depositary; , (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 or (iii) there has occurred and is 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 Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Issuer Company for Definitive Notes if: (1i) the Issuer delivers to Depositary notifies the Trustee notice from the Depositary Company 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 Issuer within 120 days after the date of such notice from the Depositarydepositary; (2ii) the Issuer Company in its sole discretion determines, subject at any time determines not to have any or all the procedures of the Depositary, that 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 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) hereofNote; or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes and the Beneficial Owners thereof have requested represented by such exchangeGlobal Note. Upon the occurrence of either any of the preceding events in clauses (1i), (ii) or (2iii) aboveof this Section 2.2(a), Definitive Notes (x) shall be issued in fully registered form in such denominations and such names as the Depositary shall instruct the TrusteeTrustee in accordance with its customary procedures and (y) will bear the restrictive legend referred to in Section 2.2(g) of this Appendix, unless that legend is not required by applicable law. In such circumstance, the Global Note or Notes shall be deemed to be surrendered to the Trustee for cancellation, and the 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 hereofof the Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 2.08 or 2.10 hereof, of the Indenture shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.2(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.2(b), (c) or (df) 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 will shall be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; ; (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(c) hereofRule 903 under the Securities Act; or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either of the preceding events in (1i), (ii) or (2iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary 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 Issuer Company within 120 days after the date of such notice from the Depositary; , (2) the Issuer in its sole discretion 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 (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 Notes represented by Global Notes advise the Beneficial Owners thereof have requested Trustee in writing that the continuation of a book-entry system through the Depositary is no longer in such exchangeowner'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 either any of the preceding events in clauses (1i), (ii) or (2iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 SECTIONS 2.7 and 2.10 2.9 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 SECTION 2.6 or Section 2.07 SECTION 2.7 or 2.10 hereof, 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 2.06(aSECTION 2.6(A), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(bSECTION 2.6(B), (cC) or (dF) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; , (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Trustee or (iii) with respect to a series of Notes, there 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 have occurred and is be continuing a Default or Event of Default with respect to the Notes of such series and the Beneficial Owners thereof have requested any Holder of such exchangeseries so requests. Upon the occurrence of either any of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events in (i), (ii) or (iii) 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 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: if (1) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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) an Event of Default entitling the Holders to accelerate shall have occurred and be continuing and the Registrar has received a written request from the Depositary to issue Definitive Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Distribution Compliance Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in denominations of $1.00 or integral multiples thereof and in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer Company for Definitive Notes if: (1) such Depositary notifies the Issuer delivers to the Trustee notice from the Depositary Company 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 Issuer Exchange Act within 120 90 days after of the date notification to the Company or of such notice from the DepositaryCompany becoming aware of the Depositary ceasing to be so registered; (2) the Issuer if an Event of Default has occurred and is continuing, any owner of a beneficial interest in its sole discretion determines, subject to the procedures of the Depositary, 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 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) hereofRegistrar; 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 or Event of Default with respect to the Global Note for Definitive Notes and the Beneficial Owners thereof have requested beneficial owners of the majority of the principal amount of such Global Note (or portion thereof) to be exchanged consent to such exchange, the Company may exchange all beneficial interests in such Global Note (or portion thereof) for Definitive Notes by delivering a written request to the Registrar. Upon the occurrence of either any of the preceding events in (1), (2) or (23) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof2.8 2.11 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 3.2 or Section 2.07 or 2.10 hereof2.8 and 2.11 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a3.2(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c3.2(b) or (d) 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 will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; ; (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 or (iii) there shall have occurred and be continuing a Default with respect to the Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Distribution Compliance Period and (By) the receipt by the Trustee Registrar of the any 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 Rule 903 under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.06, 2.07 and 2.10 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 2.06 or Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered 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 2.06(a), however, ; however beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Issuer Company for Definitive Notes if: (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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; Trustee , provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer Company for Definitive Notes prior to (Ax) the expiration of the Restricted Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(c) hereofRule 903; or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeNotes. Upon the occurrence of either of the preceding events in (1i), (ii) or (2iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 hereof. Every Except as otherwise provided above in this Section 2.07(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (df) hereof.

Transfer and Exchange of Global Notes. A Global Note Ownership of interests in the Notes (“Book-Entry Interests”) will be limited to Persons that have accounts with DTC, Euroclear and/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 as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary subject to the Depositary restrictions on transfer and certification requirements set forth herein. In addition, transfers of Book-Entry Interests between Participants in DTC, Participants in Euroclear or to another 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 Participants in Clearstream will be exchanged effected by DTC, Euroclear and Clearstream, as applicable, pursuant to customary procedures and subject to the Issuer for applicable rules and procedures established by DTC, Euroclear or Clearstream, as applicable, and their respective Participants. Owners of Book-Entry Interests will receive Definitive Registered Notes if: (1) DTC, Euroclear or Clearstream notifies the Issuer delivers to the Trustee notice from the Depositary Issuers 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, depositary and a successor Depositary depositary is not appointed by the Issuer Issuers within 120 days after the date of such notice from the Depositary;days; or (2) the Issuer owner of a Book-Entry Interest requests such exchange in its sole discretion determineswriting delivered through either DTC, 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 Euroclear or Clearstream following an Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeunder this Indenture. #94579868v11 Upon the occurrence of either of the preceding events in clauses (1) or (2) above, Definitive Notes shall the Issuers shall, at their own cost, issue or cause to be issued Definitive Registered Notes in such names 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 as provided in Section 2.3(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 ‎2.08 and 2.10 hereof‎2.11 of this Indenture. A Global Note may not be exchanged for another Note other than as provided in this Section 2.3(a). Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.3(b) or (c). Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.3 or Section 2.07 or 2.10 hereofSections ‎2.08 and ‎2.11 of 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 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) 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 will be exchanged by the Issuer for Definitive Notes iffollowing circumstances: (1) if DTC notifies the Issuer 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 Issuer Issuers within 120 days after the date of such notice from the Depositary;days; or (2) the Issuer if any Holder of a Book-Entry Interest requests such exchange in its sole discretion 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 writing delivered through DTC following an Event of Default with respect to the Notes and the Beneficial Owners thereof have requested such exchangeunder this Indenture. Upon the occurrence of either of the preceding events in clauses (1) or (2) above, Definitive Notes shall the Issuers shall, at their own cost, issue or cause to be issued Definitive Registered Notes in such names 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 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note2.10. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests . Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) hereofc). Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will shall be exchanged by the Issuer Issuers for Definitive Notes if: if (1i) the Issuer delivers Issuers deliver to the Trustee notice from the Depositary that it (x) the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes, or that it (y) the Depositary is no longer a clearing agency registered under the Exchange Act andAct, and in either case, the Issuers fail to appoint a successor Depositary is not appointed by the Issuer within 120 90 days after the date of such notice from the Depositary; Depositary (2ii) the Issuer Issuer, in its the Issuer’s sole discretion determinesdiscretion, subject to the procedures of the Depositary, determines that the Global Notes (in whole but not in part) 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 Trustee or (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 (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes; provided that in no event shall the Reg S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificate identified by the Issuers and the Beneficial Owners thereof have requested such exchangeIssuers’ counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon the occurrence of either any of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.6 or Section 2.07 2.7 or 2.10 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.6(b), (c) or (df) 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 will be exchanged by the Issuer Company for Definitive Notes if: if (1i) the Issuer Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Issuer Company in its sole discretion determines, subject to the procedures of the Depositary, 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 Company for Definitive Notes prior to (Ax) the expiration of the Restricted Distribution Compliance Period and (By) the receipt by the Trustee Registrar of the any certificates required pursuant to Section 2.01(cRule 903(b)(3)(ii)(B) hereof; or (3) there has occurred and is continuing a Default or Event of Default with respect to under the Notes and the Beneficial Owners thereof have requested such exchangeSecurities Act. Upon the occurrence of either of the preceding events in (1i) or (2ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (df) hereof.

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

Transfer and Exchange of Global Notes. (a) A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the an Issuer for Definitive Notes if: (1) the 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 an Issuer within 120 days after the date of such notice from the Depositary; (2) the Issuer an Issuer, in its sole discretion determinesdiscretion, subject to the procedures of the Depositary, 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 and the Beneficial Owners thereof Holders have requested such exchangeDefinitive Notes. Upon the occurrence of either any of the preceding events in (11),(2) or (23) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 hereofof the Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 2.08 or 2.10 hereofof the Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a)Section, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.3(b), (c) or (df) hereofhereof upon prior written notice given to the Trustee by or on behalf of the Depositary.