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

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall be exchanged by the Company for Definitive Securities if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. (1) A Global Security 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 Securities shall will be exchanged by the Company Corporation for Definitive Securities if: (1A) the Company Corporation delivers to the U.S. Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Corporation within 120 days after the date of such notice from the Depositary; (2B) the Company Corporation in its sole discretion determines that the Global Securities (Securities, in whole but not in part) , should be exchanged for Definitive Securities and delivers a written notice to such effect to the U.S. Trustee; or (3C) there has occurred and is continuing a Default default or Event of Default with respect to the NotesSecurities. Upon the occurrence of any either of the preceding events in (1), (2subclause 3.6(1)(A) or (33.6(1)(B) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the U.S. Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereofSection 3.7. Every Security authenticated and delivered delivered, in exchange for, or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section 2.06 3.6, Section 3.7, Section 9.6, Section 11.6 or Section 2.08 or 2.11 hereofotherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a3.6(1); however. (2) To permit registrations of transfers and exchanges, the Corporation will execute and the U.S. Trustee will authenticate Global Securities and Definitive Securities upon receipt of an Authentication Order in accordance with Section 3.3 or at the Registrar’s request. (3) No service charge will be made to a Holder of a beneficial interests interest in a Global Security or to a Holder of a Definitive Security for any registration of transfer or exchange, but the Corporation and the U.S. Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith, other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 11.6. (4) All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or Definitive Securities will be transferred the valid obligations of the Corporation, evidencing the same debt, and exchanged entitled to the same benefits under this Indenture, as provided the Global Securities or Definitive Securities surrendered upon such registration of transfer or exchange. (5) Neither the Registrar nor the Corporation will be required: (A) to issue, to register the transfer of or to exchange any Securities during a period beginning at the opening of business five days before the day of any selection of Securities for redemption under Article 11 and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Security selected for redemption in Section 2.06(b)whole or in part, except the unredeemed portion of any Security being redeemed in part; or (cC) to register the transfer of or to exchange a Security between a record date and the next succeeding interest payment date. (f6) hereofPrior to due presentment for the registration of a transfer of any Security, the U.S. Trustee, any Authenticating Agent and the Corporation may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the U.S. Trustee, any Authenticating Agent or the Corporation shall be affected by notice to the contrary.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities of which an officer of the Trustee has received actual notice and the Registrar has received a request from any Beneficial Owner of an interest in the Global Securities to issue such Definitive Securities. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.09 and 2.11 Section 2.12 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.08 or Section 2.08 2.09 or 2.11 Section 2.12 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); (a) hereof, provided, however, that beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (b) or (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers to the Trustee Security Registrar notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; ; (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or Security Registrar or (3iii) there an Event of Default has occurred and is continuing and the Security Registrar has received a Default or Event of Default with respect request from the Depositary to the Notesissue Definitive Securities. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 304 and 2.11 306 hereof. Every Security CVR authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 305 or Section 2.08 304 or 2.11 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Global Security other than as provided in this Section 2.06(a305(b)(i); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c305(b)(ii) or (fiii) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: (1a) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; (2b) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers deliver a written notice to such effect to the Trustee; or (3c) there has occurred and is continuing a Default or Event of Default with respect to the NotesNotes and the Depositary notifies the Trustee of its decision to exchange the Global Securities for Definitive Securities. Upon the occurrence of any either of the preceding events in (1), (2a) or (3b) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 304 and 2.11 hereof306 of the Original Indenture. Every Security Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.08 Sections 304 or 2.11 hereof, 306 of the Original Indenture shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security Note other than as provided in this Section 2.06(a2.07(1); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.07(2) or (f3) hereof.

Transfer and Exchange of Global Securities. (1) A Global Security 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 Securities shall will be exchanged by the Company Corporation for Definitive Securities if: (1A) the Company Corporation delivers to the U.S. Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Corporation within 120 days after the date of such notice from the Depositary; (2B) the Company Corporation in its sole discretion determines that the Global Securities (Securities, in whole but not in part) , should be exchanged for Definitive Securities and delivers a written notice to such effect to the U.S. Trustee; or (3C) there has occurred and is continuing a Default default or Event of Default with respect to the NotesSecurities. Upon the occurrence of any either of the preceding events in (1), (2subclause 3.6(1)(A) or (33.6(1)(B) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the U.S. Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereofSection 3.7. Every Security authenticated and delivered delivered, in exchange for, or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section 2.06 3.6, Section 3.7, Section 9.6, Section 11.6 or Section 2.08 or 2.11 hereofotherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a3.6(1); however. (2) To permit registrations of transfers and exchanges, the Corporation will execute and the U.S. Trustee will authenticate Global Securities and Definitive Securities upon receipt of an Authentication Order in accordance with Section 3.3 or at the Registrar’s request. (3) No service charge will be made to a Holder of a beneficial interests interest in a Global Security or to a Holder of a Definitive Security for any registration of transfer or exchange, but the Corporation and the U.S. Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith, other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 11.6. (4) All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or Definitive Securities will be transferred the valid obligations of the Corporation, evidencing the same debt, and exchanged entitled to the same benefits under this Indenture, as provided the Global Securities or Definitive Securities surrendered upon such registration of transfer or exchange. (5) Neither the Registrar nor the Corporation will be required: (A) to issue, to register the transfer of or to exchange any Securities during a period beginning at the opening of business five days before the day of any selection of Securities for redemption under Article 11 and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Security selected for redemption in Section 2.06(b)whole or in part, except the unredeemed portion of any Security being redeemed in part; or (cC) to register the transfer of or to exchange a Security between a record date and the next succeeding interest payment date. (f6) hereofPrior to due presentment for the registration of a transfer of any Security, the U.S. Trustee, any Authenticating Agent, the Corporation and the Guarantor may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the U.S. Trustee, any Authenticating Agent, the Corporation or the Guarantor shall be affected by notice to the contrary.

Transfer and Exchange of Global Securities. A Except as otherwise set forth in this Section 209, a Global Security (and the related Guarantees) representing all or a portion of the Securities may not be transferred except as a whole by the U.S. Depositary to a nominee of the Depositary, such U.S. Depositary or by a nominee of the such U.S. Depositary to the such U.S. Depositary or to another nominee of the Depositary, such U.S. Depositary or by the such U.S. Depositary or any such nominee to a successor U.S. Depositary or a nominee of such successor U.S. Depositary. All Global Securities shall be exchanged by the Company for Definitive Securities if:. (1i) If at any time the Company delivers to U.S. Depositary for the Trustee notice from Securities notifies the Depositary Issuer that it is unwilling or unable to continue to act as U.S. Depositary for the Securities or that it is if any time the U.S. Depositary for the Securities shall no longer be a clearing agency registered and in good standing under the Exchange Act andAct, in either caseor other applicable statute or regulation, the Issuer shall appoint a successor U.S. Depositary with respect to the Securities. If a successor U.S. Depositary for the Securities is not appointed by the Company Issuer within 120 90 days after the date Issuer receives such notice or becomes aware of such notice from condition, the Depositary;Issuer will execute, and the Trustee for the Securities, upon receipt of a Company Order for the authentication and delivery of Definitive Securities, will authenticate and deliver, the Securities in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities in exchange for such Global Security or Securities and having endorsed thereon the Guarantees executed by the Guarantors. (2ii) the Company The Issuer may at any time and in its sole discretion determines determine that the Securities issued in the form of one or more Global Securities (shall no longer be represented by such Global Security or Securities. In such event, the Issuer will execute, and the Trustee for the Securities, upon receipt of a Company Order for the authentication and delivery of Definitive Securities, will authenticate and deliver, the Securities in whole but not definitive form and in part) should be exchanged an aggregate principal amount equal to the principal amount of the Global Security or Securities in exchange for Definitive such Global Security or Securities and delivers a written notice to such effect to having endorsed thereon the Trustee; orGuarantees executed by the Guarantors. (3iii) there has occurred If the Securities shall have been issued in the form of one or more Global Securities and is continuing a Default or if an Event of Default with respect to the Notes. Upon Securities shall have occurred and be continuing, the occurrence Issuer will promptly execute, and the Trustee for the Securities, upon receipt of any a Company Order for the authentication and delivery of Definitive Securities, will authenticate and deliver, the Securities in definitive form and in an aggregate principal amount equal to the principal amount of the preceding events Global Security or Securities in (1), (2) exchange for such Global Security or (3) above, Definitive Securities shall be issued in such names and in any approved denominations as having endorsed thereon the Depositary shall instruct Guarantees executed by the TrusteeGuarantors. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 304 and 2.11 hereof306 of the Indenture. Every Security Securities authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 209 or Section 2.08 304 or 2.11 hereof306 of the Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Security, except for Definitive Securities issued subsequent to any of the preceding events in (i) through (iii) above and pursuant to Section 209(c) hereof. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a209(a); provided, however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b209(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 The Company initially appoints The Depository Trust Company (“DTC”) to act as Depository with respect to the Global Securities. Global Securities shall be exchanged by the Company for Definitive Securities if: (1i) the Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary;Depository; or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect under this Indenture and the Trustee has received a request from the Depository or any Holder to the Notesissue Definitive Securities. Upon the occurrence of any of the preceding events in (1), (2i) or (3ii) above, the Company will notify the Trustee in writing that, upon surrender by the Participants of their interest in such Global Securities, Definitive Securities shall will be issued in to each Person that such names Participants and in any approved denominations the Depository identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Securities. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 302 and 2.11 304 hereof. Every Except as otherwise provided above in this Section 203, every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 203 or Section 2.08 302 or 2.11 304 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a203(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Securities. Global Securities shall be exchanged by the Company for Definitive Securities if: (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;; or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect under this Indenture and the Trustee has received a request from the Depositary or any Holder to the Notesissue Definitive Securities. Upon the occurrence of any of the preceding events in (1), (2i) or (3ii) above, the Company will notify the Trustee in writing that, upon surrender by the Participants of their interest in such Global Securities, Definitive Securities shall will be issued in to each Person that such names Participants and in any approved denominations as the Depositary shall instruct identify as being the Trusteebeneficial owner of the related Securities. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 304 and 2.11 306 hereof. Every Except as otherwise provided above in this Section 203, every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 203 or Section 2.08 304 or 2.11 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a203(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; ; (2ii) the Company Issuers in its their sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Issuers for Definitive Securities prior to (3x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the NotesSecurities. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.7 and 2.11 2.10 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Section 2.08 2.7 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.6(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.6(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers to the Trustee receives notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (3x) there has occurred the expiration of the Distribution Compliance Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the NotesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 hereof2.10. Every Except as provided in this Section 2.06(a) and in Section 2.06(b)(ii) and Section 2.06(c) for the exchange or transfer of Global Securities for Definitive Securities, every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 2.07 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof).

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities of which an officer of the Trustee has received actual notice and the Registrar has received a request from any beneficial owner of an interest in the Global Securities to issue such Definitive Securities. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.09 and 2.11 Section 2.12 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.08 or Section 2.08 2.09 or 2.11 Section 2.12 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); (a) hereof, provided, however, that beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (b) or (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall be exchanged by the Company for Definitive Bearer Securities if: if (1i) the Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depository; (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Bearer Securities and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Bearer Securities prior to (3x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act; or (iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the NotesSecurities. Upon the occurrence of any either of the preceding events in (1i), (2ii) or (3iii) above, Definitive Bearer Securities shall be issued in such names and in any approved denominations as the Depositary Depository shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.3(c) and 2.11 3.6 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 3.14 or Section 2.08 2.3(c) or 2.11 3.6 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a3.14(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b3.14(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall be exchanged by the Company Issuers for Definitive Securities ifonly in the following limited circumstances: (1) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository and, in either each case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; (2) subject to the Company procedures of the Depositary, the Issuers in its their sole discretion determines jointly determine that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities. Upon the occurrence of any either of the preceding events in (1), (2) or (3) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Security Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 2.07 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (fd) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (3x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act and provided further, there has occurred and is shall be no continuing a Default or Event of Default with respect to the NotesDefault. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Securities shall be issued registered in such names and in any approved denominations as the Depositary shall instruct the Trustee, in writing. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Security executed, authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 2.07 or 2.11 2.10 hereof, shall be executed, authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall be exchanged by the Company Issuer for Definitive Securities if: if (1i) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; ; (2ii) the Company Issuer in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the NotesSecurities. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.7 and 2.11 2.10 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Section 2.08 2.7 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.6(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.6(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall be exchanged by the Company for Definitive Securities if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall not be exchanged by the Company for entitled to receive Definitive Securities ifunless: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; orprovided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act; (3) there has occurred owners of beneficial interests in a Global Security are required to obtain Definitive Securities pursuant to any applicable law or regulation; or (4) owners of beneficial interests in a Global Security request to receive Definitive Securities and is continuing a Default the Company consents to such request, which consent shall not be unreasonably withheld or Event of Default with respect to the Notesdelayed. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.7 and 2.11 2.10 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6, Section 2.7 or Section 2.08 or 2.11 2.9 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.6(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.6(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: (1a) the Depositary notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as a Depositary for such Global Security or if at any time the Depositary ceases to act as Depositary or that it is no longer be a "clearing agency agency" registered under the Exchange Act andAct, in either case, and a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; notice, or (3b) there has occurred and is continuing a Default or Event of Default with respect has occurred and is continuing, or (c) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the Notesissuance of certificated Securities under this Indenture; provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon the occurrence of any of the preceding events in (1a), (2b) or (3c) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.09 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 2.07 or 2.11 2.09 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.06(1); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.06(2), (c3) or (f6) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.7 and 2.11 2.10 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Section 2.08 2.7 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); 2.6.1, however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b)2.6.2, (c) 2.6.3 or (f) 2.6.7 hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company Issuer for Definitive Securities if: (1) i. the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for such Global Securities or that it is no longer eligible as a clearing agency registered under the Exchange Act applicable securities laws and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary;; or (2) ii. the Company Issuer in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers deliver a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2) subparagraph i or (3) ii above, the Trustee shall, through the Depositary, notify all holders of beneficial interests in such Global Securities and Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee, provided the Depositary has the ability to provide such notice. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 3.08 and 2.11 hereof. 3.04 Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 3.07 or Section 2.08 Sections 3.08 or 2.11 3.04 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a3.07(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b3.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall be exchanged by the Company Issuers for Definitive Securities ifonly in the following limited circumstances: (1) the Company delivers Issuers deliver, or in the case of a Separation Event 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 at a time when it is required to be so registered in order to act as depository and, in either each case, a successor Depositary is not appointed by the Company Issuers, or in the case of a Separation Event an Issuer, within 120 days after the date of such notice from the Depositary; (2) subject to the Company procedures of the Depositary, the Issuers in its their sole discretion determines jointly determine, or in the case of a Separation Event an Issuer determines, that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities. Upon the occurrence of any either of the preceding events in (1), (2) or (3) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Security Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 2.07 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (fd) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities of which an officer of the Trustee has received actual notice and the Registrar has received a request from any beneficial owner of an interest in the Global Securities to issue such Definitive Securities. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.9 and 2.11 Section 2.12 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.8 or Section 2.08 2.9 or 2.11 Section 2.12 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); (a) hereof, provided, however, that beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (b) or (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 30 days after the date of such notice from the Depositary; , (2ii) the Company in Company, at its sole discretion option, determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request of the Trustee or Holders of a majority of the aggregate principal amount of outstanding Securities if there has shall have occurred and is be continuing a Default or Event of Default with respect to the NotesSecurities; provided that in no event shall a Reg S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (x) the expiration of the applicable Distribution Compliance Period and (y) the receipt by the Registrar of any certificates identified by the Company or its counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in this Section 2.06 or in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 2.07 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); however, beneficial . Beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: (1i) the Depositary has notified the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for such Global Security or that it is no longer such Depositary has ceased to be a “clearing agency agency” registered under the Exchange Act andAct, in either case, and a successor Depositary depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;90 days, (2ii) the Company in its sole discretion determines that the Securities are no longer to be represented by Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to so notifies the Trustee; , or (3iii) there an Event of Default has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities and the Depositary or its participant(s) has requested the issuance of Definitive Securities. Any Global Security exchanged pursuant to clause (i) or (ii) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Securities shall be issued in fully registered form, without interest coupons, shall have an aggregate Principal Amount equal to that of the Global Security or portion thereof to be so exchanged, shall be registered in such names and be in any approved such authorized denominations as the Depositary shall instruct the TrusteeTrustee in writing and shall bear such legends as provided herein. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.8 and 2.11 2.9 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.8 or Section 2.08 2.9 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security, except as otherwise provided herein. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.8(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f2.8(b) hereof. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the Principal Amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company Obligors for Definitive Securities if: (1) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary; (2) the Company Obligors in its their sole discretion determines determine that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers deliver a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities of which an officer of the Trustee has received actual notice and the Registrar has received a request from any Beneficial Owner of an interest in the Global Securities to issue such Definitive Securities. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.09 and 2.11 Section 2.12 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.08 or Section 2.08 2.09 or 2.11 Section 2.12 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); (a) hereof, provided, however, that beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (b) or (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall be exchanged (or exchangeable, in the case of an Event of Default covered by clause (iii) below) by the Company for Definitive Securities if: if (1i) DTC (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Securities and the Company fails to appoint a successor Depositary within 90 days after receiving such notice or that it is no longer has ceased to be a clearing agency registered under the Exchange Act and, in either case, and the Company fails to appoint a successor Depositary is not appointed by the Company within 120 90 days after the date becoming aware of such notice from the Depositary; condition; (2ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global Securities issuance of Definitive Securities; or (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the NotesSecurities. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Securities shall delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in such names and in any approved denominations as denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 304 and 2.11 307 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 306 or Section 2.08 304 or 2.11 307 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security, except for Definitive Securities issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 306(c) or (e) hereof. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a306(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), 306(b) or (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall not be exchanged by the Company for entitled to receive Definitive Securities ifunless: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; orprovided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act; (3) there has occurred owners of beneficial interests in a Global Security are required to obtain Definitive Securities pursuant to any applicable law or regulation; or (4) owners of beneficial interests in a Global Security request to receive Definitive Securities and is continuing a Default the Company consents to such request, which consent shall not be unreasonably withheld or Event of Default with respect to the Notesdelayed. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.7 and 2.11 2.10 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Section 2.08 2.7 or 2.11 2.9 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.6(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(bSections 2.6(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall (except the Regulation S Temporary Global Note) will be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers to the Trustee written notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depository or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary Depository shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Security Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 2.07 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security Note other than as provided in this Section 2.06(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall of a series will be exchanged by the Company for Definitive Securities if: of the same series if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Securities of such series (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or provided that in no event shall a Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (3x) there has occurred the expiration of the Restricted Period and is continuing a Default or Event (y) the receipt by the Registrar of Default with respect any certificates determined by the Company to be required pursuant to Rule 903(b)(3)(ii)(B) under the NotesSecurities Act. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Security Note authenticated and delivered in exchange for, or in lieu of, a Global Security of the same series or any portion thereof, pursuant to this Section 2.06 or Section 2.08 2.07 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security Note other than as provided in this Section 2.06(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company Issuers or Equity Corp., as applicable, for Definitive Securities if: if (1i) the Company delivers Issuers or Equity Corp. deliver(s) to the Trustee Agent notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers or Equity Corp., as applicable, within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company Issuers (or Equity Corp.) in its their (or its) sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the NotesAgent. Upon the occurrence of any of the preceding events in (1), (2i) or (3ii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeAgent in writing. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 3.7 and 2.11 3.10 hereof. Every Security authenticated (or countersigned) and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 3.6 or Section 2.08 3.7 or 2.11 3.10 hereof, shall be authenticated (or countersigned) and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a3.6(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), 3.6(b) or (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: (1i) the Depository has notified the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as Depository for such Global Security or such Depository has ceased to act as Depositary or that it is no longer be a “clearing agency agency” registered under the Exchange Act andAct, in either case, and a successor Depositary depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;90 days, (2ii) the Company in its sole discretion determines that the Securities are no longer to be represented by Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to so notifies the Trustee; , or (3iii) there an Event of Default has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities and the Depository or its participant(s) has requested the issuance of Definitive Securities. Any Global Security exchanged pursuant to clause (i) or (ii) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depository. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Securities shall be issued in fully registered form, without interest coupons, shall have an aggregate Principal Amount equal to that of the Global Security or portion thereof to be so exchanged, shall be registered in such names and be in any approved such authorized denominations as the Depositary Depository shall instruct the TrusteeTrustee in writing and shall bear such legends as provided herein. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.8 and 2.11 2.9 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.8 or Section 2.08 2.9 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security, except as otherwise provided herein. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.8(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f2.8(b) hereof. Any Global Security to be exchanged in whole shall be surrendered by the Depository to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depository or its nominee with respect to such Global Security, the Principal Amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depository or an authorized representative thereof.

Transfer and Exchange of Global Securities. A Global Security 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 The Company initially appoints The Depository Trust Company (“DTC”) to act as Depository with respect to the Global Securities. Global Securities shall be exchanged by the Company for Definitive Securities if: (1i) the Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary;Depository; or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect under this Indenture and the Trustee has received a request from the Depository or any Holder to the Notesissue Definitive Securities. Upon the occurrence of any of the preceding events in (1), (2i) or (3ii) above, the Company will notify the Trustee in writing that, upon surrender by the Participants of their interest in such Global Securities, Definitive Securities shall will be issued in to each Person that such names Participants and in any approved denominations the Depository identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Securities. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 304 and 2.11 306 hereof. Every Except as otherwise provided above in this Section 203, every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 203 or Section 2.08 304 or 2.11 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a203(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Dxxxxxxxxx or a nominee of such successor DepositaryDepository. All Global Securities shall will be exchanged by the Company for Definitive Securities if: (1i) the Depository has notified the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as Depository for such Global Security or such Depository has ceased to act as Depositary or that it is no longer be a “clearing agency agency” registered under the Exchange Act andAct, in either case, and a successor Depositary depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;90 days, (2ii) the Company in its sole discretion determines that the Securities are no longer to be represented by Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to so notifies the Trustee; , or (3iii) there an Event of Default has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities and the Depository or its participant(s) has requested the issuance of Definitive Securities. Any Global Security exchanged pursuant to clause (i) or (ii) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depository . Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Securities shall be issued in fully registered form, without interest coupons, shall have an aggregate Principal Amount equal to that of the Global Security or portion thereof to be so exchanged, shall be registered in such names and be in any approved such authorized denominations as the Depositary Depository shall instruct the TrusteeTrustee in writing and shall bear such legends as provided herein. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.8 and 2.11 2.9 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.8 or Section 2.08 2.9 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security, except as otherwise provided herein. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.8(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f2.8(b) hereof. Any Global Security to be exchanged in whole shall be surrendered by the Depository to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depository or its nominee with respect to such Global Security, the Principal Amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depository or an authorized representative thereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall be exchanged by the Company Issuers for Definitive Securities if: (1) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; (2) the Company Issuers in its their sole discretion determines determine that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers deliver a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in clause (1), (2) or (3) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.09 and 2.11 2.12 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.08 2.09 or 2.11 2.12 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); 2.07(a) however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), Sections 2.07(b) and (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Certificated Securities if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Certificated Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Certificated Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 hereof. Every Security Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 2.07 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security Note other than as provided in this Section 2.06(a); however, however beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Certificated Securities if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Certificated Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Certificated Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Security Senior Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 2.07 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security Senior Note other than as provided in this Section 2.06(a); however, however beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall of a series (except the Regulation S Temporary Global Security) will be exchanged by the Company for Definitive Securities if: of the same series if (1i) the Company delivers to the Trustee written notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depository, (2ii) the Company in its sole discretion determines that the Global Securities of such series (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there has occurred and is continuing a Default or an Event of Default with respect to the NotesDefault. Upon the occurrence of any either of the preceding events in (1i), (2ii) or (3iii) above, Definitive Securities of the same series shall be issued in such names and in any approved denominations as the Depositary Depository shall instruct the Trustee. In addition, beneficial interests in a Global Security may be exchanged for Definitive Securities upon request but only upon at least 20 days' prior written notice given to the Trustee by or on behalf of the Depository in accordance with the Applicable Procedures. Global Securities of a series also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 2.09 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security of the same series or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.08 or 2.11 2.09 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security of any series may not be exchanged for another Security other than as provided in this Section 2.06(a2.07(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.7 and 2.11 2.9 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Section 2.08 2.7 or 2.11 2.9 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.6(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.6(b),(c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company Issuer for Definitive Securities if: (1) the Company delivers to Depositary (a) notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary for the Global Securities or that it is no longer (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company Issuer, at its option, notifies the Trustee in its sole discretion determines writing that the Global Securities (in whole but not in part) should be exchanged for Issuer elects to cause the issuance of the Definitive Securities and delivers a written notice to such effect to the TrusteeSecurities; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.06 and 2.11 2.07 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.05 or Section 2.06 or Section 2.08 or 2.11 2.07 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof2.05.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (3x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act and provided, further, there has occurred and is shall be no continuing a Default or Event of Default with respect to the NotesDefault. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Securities shall be issued registered in such names and in any approved denominations as the Depositary shall instruct the Trustee, in writing. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Security executed, authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 2.07 or 2.11 2.10 hereof, shall be executed, authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; Trustee or (3) there has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.8 and 2.11 2.10 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Section 2.08 2.8 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.6(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.6(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company Obligors for Definitive Certificated Securities if: if (1i) the Company delivers Obligors deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company Obligors in its their sole discretion determines determine that the Global Securities (in whole but not in part) should be exchanged for Definitive Certificated Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Certificated Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 Section 2.07 hereof. Every Security Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 or 2.11 2.07 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security Note other than as provided in this Section 2.06(a); however, however beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: (1i) the Depository has notified the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as Depository for such Global Security or such Depository has ceased to act as Depositary or that it is no longer be a “clearing agency agency” registered under the Exchange Act andAct, in either case, and a successor Depositary depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;90 days, (2ii) the Company in its sole discretion determines that the Securities are no longer to be represented by Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to so notifies the Trustee; , or (3iii) there an Event of Default has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities and the Depository or its participant(s) has requested the issuance of Definitive Securities. Any Global Security exchanged pursuant to clause (i) or (ii) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depository. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Securities shall be issued in fully registered form, without interest coupons, shall have an aggregate Principal Amount equal to that of the Global Security or portion thereof to be so exchanged, shall be registered in such names and be in any approved such authorized denominations as the Depositary Depository shall instruct the TrusteeTrustee in writing and shall bear such legends as provided herein. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 Section 2.9 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.8 or Section 2.08 2.9 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security, except as otherwise provided herein. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.8(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f2.8(b) hereof. Any Global Security to be exchanged in whole shall be surrendered by the Depository to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depository or its nominee with respect to such Global Security, the Principal Amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depository or an authorized representative thereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall not be exchanged by the Company for entitled to receive Definitive Securities ifunless: (1) the Company delivers to the Trustee and the Registrar notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee90 days; or (32) there has occurred and is continuing a Default or an Event of Default with respect and the Depositary notifies the Trustee and the Registrar of its decision to exchange the Global Securities for Definitive Securities; provided that in no event shall the Regulation S Global Security be exchanged by the Company for Definitive Securities prior to the Notesexpiration of the Restricted Period. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee and the Registrar. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 Section 2.7 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Section 2.08 or 2.11 2.7 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.6(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.6(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall Notes (except the Regulation S Temporary Global Note) will be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers to the Trustee written notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depository or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary Depository shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Security Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 2.07 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security Note other than as provided in this Section 2.06(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or PROVIDED that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (3x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act, or (iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the NotesSecurities. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.7 and 2.11 2.10 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.7 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.6(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.6(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 The Company initially appoints The Depository Trust Company (“DTC”) to act as Depository with respect to the Global Securities. Global Securities shall be exchanged by the Company for Definitive Securities if: (1A) the Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary;Depository; or (2B) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3C) there has shall have occurred and is be continuing a Default or an Event of Default with respect under this Indenture and the Trustee has received a request from the Depository or any Holder to the Notesissue Definitive Securities. Upon the occurrence of any of the preceding events in (1), (2A) or (3B) above, the Company will notify the Trustee in writing that, upon surrender by the Participants of their interest in such Global Securities, Definitive Securities shall will be issued in to each Person that such names Participants and in any approved denominations the Depository identify as being the Depositary shall instruct beneficial owner of the Trusteerelated Securities. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 304, 305 and 2.11 306 hereof. Every Except as otherwise provided above in this Section 203, every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 203 or Section 2.08 Sections 304, 305 or 2.11 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a203(1); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company Issuer for Definitive Securities if: (1) the Company Issuer delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository for such Global Securities or that it is no longer eligible as a clearing agency registered under the Exchange Act applicable securities laws and, in either case, a successor Depositary Depository is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary;Depository; or (2) the Company Issuer in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers deliver a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in subparagraph (1), ) or (2) or (3) above, the Trustee shall, through the Depository, notify all holders of beneficial interests in such Global Securities and Definitive Securities shall be issued in such names and in any approved denominations as the Depositary Depository shall instruct the Trustee, provided the Depository has the ability to provide such notice. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.08 and 2.11 hereofSection 2.11. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.08 or Section 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a2.07(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers to the Trustee written notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depository or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary Depository shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.06 and 2.11 2.09 hereof. Every Security Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.05 or Section 2.06 or Section 2.08 or 2.11 2.09 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security Note other than as provided in this Section 2.06(a2.05(a); , however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.05(b),(c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security 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 Securities shall will be exchanged by the Company for Definitive Securities if: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (2ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there has occurred and is continuing a Default or an Event of Default with respect entitling the Second Priority Holders to accelerate shall have occurred and be continuing, Second Priority Holders desiring to exchange their Global Security for Definitive Securities have provided such notice to the NotesDepositary and the Registrar has received a written request from the Depositary to issue Definitive Securities. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Securities shall be issued in denominations of $1.00 or integral multiples thereof and in such names and in any approved denominations as the Depositary shall instruct the TrusteeTrustee in writing. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.7 and 2.11 2.8 hereof. Every Second Priority Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Section 2.08 2.7 or 2.11 2.8 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Second Priority Security other than as provided in this Section 2.06(a2.6(a); however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.6(b), (c) or (f) hereof.