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 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. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of the Securities shall not be entitled to receive Definitive Securities unless: (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 90 days; or (2) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee 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 expiration of the Restricted Period. Upon the occurrence of any of the events in clause (1) or (2) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the Guarantors, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.072.08. Owners of beneficial interests in Global Securities of the Securities shall not be entitled to receive Definitive Securities unless: (1i) 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 90 120 days; or (2ii) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee 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 expiration of the Restricted Period. Upon the occurrence of any of the events in clause (1i) or (2ii) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the Guarantorsany Guarantor, nor the Trustee nor or the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the GuarantorsGuarantor, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository Depositary for all purposes of this Indenture.

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 such Depositary, by a nominee of the such Depositary to the such Depositary or to another nominee of the Depositary, such Depositary or by the such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of If (i) at any time the Securities shall not be entitled to receive Definitive Securities unless: (1) Depositary notifies 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 if at any time the Depositary shall no longer a clearing agency be registered or in good standing under the Exchange Act andor other applicable statute or regulation, in either case, and a successor Depositary is not appointed by the Company within 90 days; or days after the Company receives such notice or becomes aware of such condition, or (2ii) there has occurred the Company at any time determines that the Securities shall no longer be represented by a Global Security, in either such event, the Company will execute the Definitive Securities of the applicable series, in authorized denominations, and is continuing in an Event of Default with respect aggregate principal amount equal to the Securities and the Depositary notifies the Trustee principal amount of its decision to exchange the Global Securities for Definitive Securities; provided that in no event shall Security of such series, and subject to this Section 2.05 the Regulation S Global Security be exchanged Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company for Company, if applicable, will authenticate and deliver such Definitive Securities prior to the expiration of the Restricted Periodin exchange for such Global Security. Upon the occurrence of any exchange of the events in clause (1) or (2) aboveGlobal Security of the applicable series for such Definitive Securities of such series, such Global Security shall be canceled by the Trustee. Such Definitive Securities shall be issued registered in such names and in such authorized denominations as the Depositary Depositary, pursuant to instructions from its Participants or Indirect Participants or otherwise, shall in writing instruct the Trustee. The Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the Guarantors, the Trustee nor the Registrar will be liable for any delay by shall deliver such Securities to the Depositary for delivery to the Persons in identifying the owners of whose names such Securities are so registered. Except as provided in Sections 2.06 and 2.07, a Global Security may not be exchanged for another Security other than as provided in this Section 2.05(c); however, beneficial interests in a Global Security, Security may be transferred and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected exchanged as provided in relying on, instructions from the Depository for all purposes of this IndentureSection 2.05(d) or (e).

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.072.07 hereof. Owners of beneficial interests in Global Securities of the Securities shall not be entitled to receive Definitive Securities unless: (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 90 days; or; (2) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee and the Registrar of its decision to exchange the Global Securities for Definitive Securities; provided that or (3) any such owner requests (through a Direct or Indirect Participant) an exchange of its beneficial interest in no event shall the Regulation S a Global Security be exchanged by for a Definitive Security, and the Company for Definitive Securities Depositary gives the Trustee and the Registrar, in accordance with the Applicable Procedures, at least 20 days’ prior to the expiration notice of the Restricted Periodrequest. Upon the occurrence of any of the events in clause (1), (2) or (23) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the Guarantors, Guarantors nor the Trustee nor or the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Supplemental Indenture.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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 also may shall be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of by the Securities shall not be entitled to receive Company for Definitive Securities unless: if (1i) the Depository (A) notifies 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 Depository for the Global Securities or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act and, Act; and in either case, the Company fails to appoint a successor Depositary is not appointed by the Company Depository within 90 daysdays after becoming aware of such condition; or (2ii) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of its decision to Definitive Securities in exchange the for Global Securities for Definitive Securities(in whole but not in part); provided that in no event shall the Legended Regulation S Global Security be exchanged by the Company for Definitive Securities prior to (A) the expiration of the Restricted PeriodPeriod and (B) the receipt by the Registrar of any certificates required pursuant to Regulation S under the Securities Act; or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Securities and the Depository requests Definitive Securities. Upon the occurrence of any of the preceding events in clause (1i), (ii) or (2iii) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary Depository shall instruct the Trustee Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 of the Registrar Base Indenture. Except as otherwise provided above in accordance with this Section 2.04(a), every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.04 or pursuant to Section 2.08 or 2.11 of the Applicable ProceduresBase Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Security. Neither the CompanyA Global Security may not be exchanged for another Security other than as provided in this Section 2.04(a); however, the Guarantors, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global SecuritySecurity may be transferred and exchanged as provided in Section 2.04(b), and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture(c) or (d) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except by the Depositary to a nominee of the applicable Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in All Global Securities of a series will be exchanged by the Company for Certificated Securities shall not be entitled to receive Definitive Securities unlessif: (1) the Company delivers to the Trustee and the Registrar notice from the applicable Depositary (i) that it such Depositary is unwilling or unable to continue to act as Depositary, (ii) that such Depositary or that it is no longer a clearing agency registered under the Exchange Act or (iii) that such Depositary is unwilling or unable to continue to act as clearing agency and, in either each case, a successor Depositary is not appointed by the Company within 90 days; or120 days after the date of such notice from the Depositary; (2) there has occurred and is continuing an Event of Default with respect to the Securities and Securities; (3) if the Depositary Company, in its sole discretion, notifies the Trustee in writing that it elects to discontinue the system of its decision book-entry transfers through a Depositary and to exchange cause the Global issuance of Certificated Securities under this Indenture; or (4) there shall exist such other circumstances, if any, as have been specified for Definitive Securities; provided that in no event shall the Regulation S Global Security be exchanged this purpose as contemplated by the Company for Definitive Securities prior to the expiration of the Restricted PeriodSection 301. Upon the occurrence of any of the events listed in clause the preceding clauses (1) through (4) of this Section 306(a), the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver Certificated Securities of the series and in an aggregate principal amount equal to the principal amount of the applicable Global Security in exchange therefor. The Company will, at the cost of the Company (but against such indemnity as the Security Registrar or (2any relevant agent may require in respect of any tax or other duty of whatever nature which may be levied or imposed in connection with such exchange), cause sufficient Certificated Securities to be executed and delivered to the Trustee for authentication and the Registrar for registration of the exchange and dispatch to the relevant Holders within 30 days of the relevant event. The Trustee or the Registrar shall, at the cost of the Company, deliver such Certificated Securities to the Persons in whose names such Securities are so registered. Certificated Securities issued in exchange for beneficial interests in Global Securities pursuant to this Section 306(a) above, Definitive Securities shall be issued registered in such names and in such authorized denominations as the Depositary applicable Depositary, pursuant to instructions from its direct or indirect Participants or otherwise, shall instruct the Trustee and the Registrar Trustee. A Global Security may not be exchanged for another Security other than as provided in accordance with the Applicable Procedures. Neither the Companythis Section 306(a), the Guarantorshowever, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global SecuritySecurity may be transferred and exchanged as provided in Section 306(b), and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indentureor (c) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except (A) by the Depositary to a nominee of the Depositary, (B) by a nominee of the Depositary to the Depositary or (C) to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.072.08. Owners of beneficial interests in Global Securities of the Securities shall not be entitled to receive Definitive Securities unless: (1i) 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 90 days; or; (2ii) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee of its decision to exchange the Global Securities for Definitive Securities; provided that or (iii) any such owner requests (through a Participant or an Indirect Participant) an exchange of its beneficial interest in no event shall the Regulation S a Global Security be exchanged by for a Definitive Security, and the Company for Definitive Securities Depositary gives the Trustee and the Registrar, in accordance with the Applicable Procedures, at least 20 days’ prior to the expiration notice of the Restricted Periodrequest. Upon the occurrence of any of the events in clause (1i), (ii) or (2iii) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the GuarantorsGuarantor, if any, nor the Trustee nor or the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the GuarantorsGuarantor, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.072.08. Owners of beneficial interests in Global Securities of the Securities shall not be entitled to receive Definitive Securities unless: (1i) 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 90 days; or; (2ii) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee of its decision to exchange the Global Securities for Definitive Securities; provided that or (iii) any such owner requests (through a Participant or an Indirect Participant) an exchange of its beneficial interest in no event shall the Regulation S a Global Security be exchanged by for a Definitive Security, and the Company for Definitive Securities Depositary gives the Trustee and the Registrar, in accordance with the Applicable Procedures, at least 20 days’ prior to the expiration notice of the Restricted Periodrequest. Upon the occurrence of any of the events in clause (1i), (ii) or (2iii) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the GuarantorsGuarantor, if any, nor the Trustee nor or the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the GuarantorsGuarantor, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of the Securities shall not be entitled to receive Definitive Securities unless: (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 90 days; or; (2) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee 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 expiration of the Restricted Period; or (3) any such owner requests (through a Participant or an Indirect Participant) an exchange of its beneficial interest in a Global Security for a Definitive Security, and the Depositary gives the Trustee and the Registrar, in accordance with the Applicable Procedures, at least 20 days’ prior notice of the request. Upon the occurrence of any of the events in clause (1), (2) or (23) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the Guarantors, Guarantor nor the Trustee nor or the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the GuarantorsGuarantor, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of the each series of Securities shall not be entitled to receive Definitive Securities unless: (1) the Depositary notifies 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 90 daysdays after the date of such notice from the Depositary; (2) the Company, at its option but subject to the Depositary’s requirements, notifies the Trustee in conformity with Section 11.02 that it elects to cause the issuance of the Definitive Securities; provided that in no event shall any Regulation S Temporary Global Note be exchanged by the Company for Definitive Securities prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (23) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee of its decision to exchange the such Global Securities Security 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 expiration of the Restricted Period. Upon the occurrence of any of the events in clause (1), (2) or (23) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the Guarantors, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of the Securities shall not be entitled to receive Definitive Securities unless: (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 90 days; or (2) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee and the Securities Administrator 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 expiration of the Restricted Period. Upon the occurrence of any of the events in clause (1) or (2) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the GuarantorsGuarantor, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the GuarantorsGuarantor, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.

Transfer and Exchange of Global Securities. A Certificated Securities shall be issued in exchange for interests in the Global Security may not be transferred as a whole except by Securities only if (x) the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of the Securities shall not be entitled to receive Definitive Securities unless: (1) notifies the Company delivers to the Trustee and the Registrar notice from the Depositary that it is unwilling or unable to continue as depositary for the Global Securities or if it at any time 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, if so required by applicable law or regulation and a successor Depositary depositary is not appointed by the Company within 90 days; or , or (2y) there an Event of Default has occurred and is continuing continuing. In either case, the Company shall execute, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to delivery promptly), authenticate and deliver Certificated Securities in an Event of Default with respect aggregate principal amount equal to the Securities and the Depositary notifies the Trustee principal amount of its decision to exchange the such 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 expiration of the exchange therefor. Only Restricted Period. Upon the occurrence of any of the events in clause (1) or (2) above, Definitive Certificated Securities shall be issued in exchange for beneficial interests in Restricted Global Securities, and only Unrestricted Certificated Securities shall be issued in exchange for beneficial interests in Unrestricted Global Securities. Certificated Securities issued in exchange for beneficial interests in Global Securities shall be registered in such names and shall be in such authorized denominations as the Depositary Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee and shall deliver or cause to be delivered such Certificated Securities to the Registrar persons in whose names such Securities are so registered. Such exchange shall be effected in accordance with the Applicable Procedures. Neither the Company, the Guarantors, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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 also may will be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of by the Securities shall not be entitled to receive Company for Definitive Securities unless: if (1i) 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 90 days; or 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 (iii) there has shall have occurred and is be continuing an Event of Default with respect to the Securities and the Depositary notifies Trustee has received a request from the Trustee of its decision Depository to exchange the Global Securities for issue Definitive Securities; 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 PeriodPeriod and (y) the receipt by the Registrar of any certificates determined by the Company to be required pursuant to Rule 903 under the Securities Act. Upon the occurrence of any either of the preceding events in clause (1i) or (2ii) above, the Company will notify the Trustee in writing that Definitive Securities shall be issued in such names and authorized denominations as the Depositary and the participants shall instruct the Trustee Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.7 and the Registrar in accordance with the Applicable Procedures. Neither the Company, the Guarantors, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.2.11

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of the either series of Securities shall not be entitled to receive Definitive Securities unless: (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 90 120 days; or; (2) there has occurred and is continuing an Event of Default with respect to the such series of Securities and the Depositary notifies the Trustee and the Securities Administrator of its decision to exchange the Global Securities for Definitive SecuritiesSecurities of such series; provided that in no event shall the Regulation S Global Security be exchanged by the Company for Definitive Securities prior to the expiration of the Restricted Period; or (3) the Company determines, in its sole discretion, that the Initial Securities or the Exchange Securities, and any Additional Securities, of such series of Securities that are issued in the form of Global Securities shall no longer be represented by such Global Securities. Upon the occurrence of any of the events in clause (1), (2) or (23) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the GuarantorsGuarantor, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the GuarantorsGuarantor, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.072.7 hereof. Owners of beneficial interests in Global Securities of the Securities shall not be entitled to receive Definitive Securities unless: (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 90 days; or; (2) there has occurred and is continuing an Event of Default with respect to the Securities 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 expiration of the Restricted Period; or (3) any such owner requests (through a Direct or Indirect Participant) an exchange of its beneficial interest in a Global Security for a Definitive Security, and the Depositary gives the Trustee and the Registrar, in accordance with the Applicable Procedures, at least 20 days’ prior notice of the request. Upon the occurrence of any of the events in clause (1), (2) or (23) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the Guarantors, Guarantors nor the Trustee nor or the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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 also may will be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of by the Securities shall not be entitled to receive Company for Definitive Securities unless: if (1i) 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 90 days; or 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 (iii) there has shall have occurred and is be continuing an Event of Default with respect to the Securities and the Depositary notifies Trustee has received a written request from the Trustee of its decision Depository to exchange the Global Securities for issue Definitive Securities; 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 PeriodPeriod and (y) the receipt by the Registrar of any certificates determined by the Company to be required pursuant to Rule 903 under the Securities Act. Upon the occurrence of any either of the preceding events in clause (1i) or (2ii) above, the Company will notify the Trustee in writing that Definitive Securities shall be issued in such names and authorized denominations as the Depositary and the participants shall instruct the Trustee in writing. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.7 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 Section 2.7 or 2.11 hereof, shall be authenticated and delivered in the Registrar form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in accordance with the Applicable Procedures. Neither the Companythis Section 2.6(a), the Guarantorshowever, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global SecuritySecurity may be transferred and exchanged as provided in Section 2.6(b), and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture(c) or (f) hereof.

Transfer and Exchange of Global Securities. A Except as otherwise set forth in this Section 2.07, 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. A beneficial interest in a Global Securities also Security may not be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of by the Securities shall not be entitled to receive Company for a Definitive Securities unless: Security unless (1i) the Depositary (x) notifies 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 for such Global Security or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days; or days after the date of such notice from the Depositary, (2ii) there has shall have occurred and is be continuing an a Default or Event of Default with respect to the Securities and or (iii) the Depositary Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of its decision to exchange the Definitive Securities (although Regulation S Temporary Global Securities for Definitive Securities; provided that in no event shall at the Regulation S Global Security Company’s election pursuant to this clause may not be exchanged by the Company for Definitive Securities prior to (a) the expiration of the Restricted PeriodPeriod and (b) the receipt of any certificates required under the provisions of Regulation S). Upon the occurrence of any of the preceding events in clause clauses (1i), (ii) or (2iii) 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 authorized denominations as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee and the Registrar (in accordance with its customary procedures). Global Securities also may be exchanged or replaced, in whole or in part, as provided in Section 2.08 and Section 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 2.07, or Section 2.08 or Section 2.11, shall be authenticated and delivered in the Applicable Proceduresform of, and shall be, a Global Security, except for Definitive Securities issued subsequent to any of the preceding events in clauses (i), (ii) or (iii) above and pursuant to Sections 2.07(c) or Section 2.07(e). Neither the CompanyA Global Security may not be exchanged for another Security other than as provided in this Section 2.07(a); provided, the Guarantorshowever, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global SecuritySecurity may be transferred and exchanged as provided in Section 2.07(b), Section 2.07(c) and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this IndentureSection 2.07(j).

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Elavon Financial Services DAC initially has been appointed to act as Depository with respect to the Global Securities. Global Securities shall be exchanged by the Company for Definitive Securities if: (A) the Company has been notified that both Clearstream Banking S.A. and Euroclear Bank SA/NV have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available; (B) the Company, in its sole discretion and subject to the procedures of the Depository, notifies the Trustee and Paying Agent in writing that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities; or (C) there shall have occurred and be continuing an Event of Default under this Indenture. Upon the occurrence of any of the preceding events in (A) or (B) above, the Company will notify the Trustee in writing that, upon surrender by the Participants of their interest in such Global Securities, Definitive Securities will be issued to each Person that such Participants and the Depository identify as being the beneficial owner of the related Securities. Beneficial interests in Global Securities may be exchanged for Definitive Securities of this series upon request but only upon at least 30 days’ prior written notice given to the Trustee by or on behalf of the Depository in accordance with customary procedures. Global Securities also may be exchanged or replaced, in wholewhole or in part, as provided in Sections 304, 305 and 306 hereof. Except as otherwise provided above in this Section 2.07203, every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 203 or Sections 304, 305 or 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. Owners of beneficial interests in A Global Securities of the Securities shall Security may not be entitled to receive Definitive Securities unless: (1) the Company delivers to the Trustee and the Registrar notice from the Depositary that it is unwilling or unable to continue to act exchanged for another Security other than as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, provided in either case, a successor Depositary is not appointed by the Company within 90 days; or (2) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee 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 expiration of the Restricted Periodthis Section 203(1). Upon the occurrence of any of the events in clause (1) or (2) aboveIn all cases, Definitive Securities shall delivered in exchange for any Global Security or beneficial interest therein will be registered in the names, and issued in such names any approved denominations, requested by or on behalf of Clearstream Banking S.A. and authorized denominations as the Depositary shall instruct the Trustee and the Registrar Euroclear Bank SA/NV (in accordance with the Applicable Procedures. Neither the Company, the Guarantors, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenturetheir customary procedures).”

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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 also may will be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of by the Securities shall not be entitled to receive Partnership for Definitive Securities unless: if (1i) the Company Partnership delivers to the Trustee and the Registrar notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Securities 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 Partnership within 90 days; or (2) there has occurred and is continuing an Event days after the date of Default with respect to the Securities and such notice from the Depositary or (ii) the Partnership in its sole discretion notifies the Trustee in writing that it elects to cause issuance of its decision to exchange the Global Securities for Definitive Securitiesin certificated form; provided provided, that in no event shall the Regulation S Temporary Global Security be exchanged by the Company Partnership for Definitive Securities prior to (x) the expiration of the Restricted PeriodPeriod and (y) the receipt by the Security Registrar of any certificates required pursuant to Rule 903 under the Securities Act or an Opinion of Counsel to the effect that such certificates are not required pursuant to Rule 903. Upon the occurrence of any either of the preceding events described in clause (1i) or (2ii) aboveof the immediately preceding sentence, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee Trustee. If an Event of Default occurs and the Registrar in accordance with the Applicable Procedures. Neither the Companyis continuing, the GuarantorsPartnership shall, at the Trustee nor request of the Registrar will Holder thereof, exchange all or part of a Global Security for one or more Definitive Securities in denominations of $1,000 or integral multiples thereof. Global Securities also may be liable exchanged or replaced, in whole or in part, as provided in Section 306 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 305(a) or Section 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 any delay by the Depositary another Security other than as provided in identifying the owners of this Section 305(a), however, beneficial interests in a Global SecuritySecurity may be transferred and exchanged as provided in Section 305(b), and each of (c) or (f) hereof. Notwithstanding anything in this Section 305 to the Companycontrary, neither the Trustee, the GuarantorsSecurity Registrar nor the Partnership shall be required (i) to issue, register the Trustee transfer of or exchange the Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemptions of Securities selected for redemption under Article XI and ending at the Registrar may conclusively rely onclose of business on the day of such mailing, and will be protected or (2) to register the transfer of or exchange any Security so selected for redemption in relying onwhole or in part, instructions from except the Depository for all purposes unredeemed portion of this Indentureany Security being redeemed in part.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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 also may will be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of by the Securities shall not be entitled to receive Company for Definitive Securities unless: if (1i) 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 90 days; or 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 (iii) there has shall have occurred and is be continuing an Event of Default with respect to the Securities and the Depositary notifies Trustee has received a request from the Trustee of its decision Depository to exchange the Global Securities for issue Definitive Securities; provided 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 PeriodPeriod and (y) the receipt by the Registrar of any certificates determined by the Company to be required pursuant to Rule 903 under the Securities Act. Upon the occurrence of any either of the preceding events in clause (1i) or (2ii) above, the Company will notify the Trustee in writing that Definitive Securities Securi- ties shall be issued in such names and authorized denominations as the Depositary and the participants shall instruct the Trustee Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.7 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 Section 2.7 or 2.11 hereof, shall be authenticated and delivered in the Registrar form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in accordance with the Applicable Procedures. Neither the Companythis Section 2.6(a), the Guarantorshowever, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global SecuritySecurity may be transferre d and exchanged as provided in Section 2.6(b), and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture(c) or (f) hereof.

Transfer and Exchange of Global Securities. (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository or the Securities Custodian in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. (ii) A Global Security may not deposited with the Depository or the Securities Custodian shall be transferred 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 beneficial owners thereof only if such nominee to a successor Depositary or a nominee of such successor Depositary. Global Securities also may be exchanged or replaced, in whole, as provided in transfer complies with this Section 2.07. Owners of beneficial interests in Global Securities of the Securities shall not be entitled to receive Definitive Securities unless: and (1A) the Depository notifies the Company delivers to the Trustee and the Registrar notice from the Depositary that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to act as Depositary or that it is no longer be a "clearing agency agency" registered under the Exchange Act and, in either case, and a successor Depositary depositary is not appointed by the Company within 90 days; or ninety (290) there days of such notice, or (B) an Event of Default has occurred and is continuing an Event of Default with respect and the Registrar or any co-registrar has received a request from the Depository or the Trustee to issue Definitive Securities. (iii) Any Global Security that is transferable to the Securities beneficial owners thereof pursuant to this Section shall be surrendered by the Depository to the Trustee to be so transferred, in whole or from time to time in part, without charge, and the Depositary notifies Company shall sign and the Trustee shall authenticate and deliver, upon such transfer of its decision each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Each Definitive Security delivered in exchange for any portion of a Global Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and shall be registered in such names as the Depository shall direct. Any Definitive Security delivered in exchange for an interest in the Global Security shall, except as otherwise provided in Section 2.6(f), bear the Restricted Securities for Definitive Securities; provided that Legend set forth in no event shall the Regulation S Exhibit A-1 and A-2. (iv) Each Holder of a Global Security be exchanged by may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Company for Definitive Securities prior to Securities. (v) In the expiration event of the Restricted Period. Upon the occurrence of any either of the events specified in clause (1) or (2) aboveSection 2.6(c)(ii), Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct Company will promptly make available to the Trustee and the Registrar a reasonable supply of certificated Securities in accordance with the Applicable Procedures. Neither the Companydefinitive, the Guarantors, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenturefully registered form without interest coupons.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of the Securities shall not be entitled to receive Definitive Securities unless: (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 90 120 days; or; (2) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee 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 expiration of the Restricted Period; or (3) the Company determines, in its sole discretion, that the Initial Securities or the Exchange Securities, and any Additional Securities, issued in the form of Global Securities shall no longer be represented by such Global Securities. Upon the occurrence of any of the events in clause (1), (2) or (23) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the GuarantorsGuarantor, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the GuarantorsGuarantor, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of the Securities shall not be entitled to receive Definitive Securities unless: (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 90 days; or; (2) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee 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 expiration of the Restricted Period; or (3) any such owner requests (through a Participant or an Indirect Participant) an exchange of its beneficial interest in a Global Security for a Definitive Security, and the Depositary gives the Trustee and the Registrar, in accordance with the Applicable Procedures, at least 20 days’ prior notice of the request. Upon the occurrence of any of the events in clause (1), (2) or (23) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the GuarantorsGuarantor, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the GuarantorsGuarantor, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Global Securities also may of any series will not be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of by the Securities shall not be entitled to receive Company for Definitive Securities unless: unless (1i) 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 90 days120 days after the date of such notice from the Depositary; or (2ii) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee of Company in its decision to exchange sole discretion determines that the Global Securities of such series (in whole but not in part) should be exchanged for Definitive Securities; provided Securities and delivers a written notice to such effect to the Trustee (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 PeriodPeriod 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) an Event of Default shall have occurred and be continuing with respect to the Securities and the Trustee has received a request from DTC or any Holder to issue Definitive Securities. Upon the occurrence of any of the preceding events in clause (1i), (ii) or (2iii) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as PROVIDED in Sections 2.07 and the Registrar in accordance with the Applicable Procedures. Neither the Company, the Guarantors, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture2.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. Global Securities also may be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of the either series of Securities shall not be entitled to receive Definitive Securities unless: (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 90 days; or (2) there has occurred and is continuing an Event of Default with respect to the such series of Securities and the Depositary notifies the Trustee of its decision to exchange the Global Securities for Definitive SecuritiesSecurities of such series; provided that in no event shall the Regulation S Global Security be exchanged by the Company for Definitive Securities prior to the expiration of the Restricted Period. Upon the occurrence of any of the events in clause (1) or (2) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the Guarantors, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depository with respect to the Global Securities. Global Securities also may shall be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of by the Securities shall not be entitled to receive Company for Definitive Securities unlessif: (1i) the Company delivers to the Trustee and the Registrar 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 90 days120 days after the date of such notice from the 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 written notice to such effect to the Trustee; or (iii) there has shall have occurred and is be continuing an Event of Default with respect to the Securities under this Indenture and the Depositary notifies Trustee has received a request from the Trustee of its decision Depository or any Holder to exchange the Global Securities for issue Definitive Securities; provided that in no event shall the Regulation S Global Security be exchanged by the Company for Definitive Securities prior to the expiration of the Restricted Period. Upon the occurrence of any of the preceding events in clause (1i) or (2ii) above, the Company will notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of their interest in such Global Securities, Definitive Securities will be issued to each Person that such Participants and Indirect Participants and the Depository identify as being the beneficial owner of the related Securities. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 304 and 306 hereof. Except as otherwise provided above in this Section 203(a), every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 203 or Section 304 or 306 hereof, shall be issued authenticated and delivered in such names the form of, and authorized denominations shall be, a Global Security. A Global Security may not be exchanged for another Security other than as the Depositary shall instruct the Trustee and the Registrar provided in accordance with the Applicable Procedures. Neither the Companythis Section 203(a), the Guarantorshowever, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global SecuritySecurity may be transferred and exchanged as provided in Sections 203(b), and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture(c) or (f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred 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 (i) the Depository (A) notifies the Company that it is unwilling or unable to continue to act as Depository for the Global Securities or (B) has ceased to be a clearing agency registered under the Exchange Act; and in either case, the Company fails to appoint a successor Depository within 90 days after becoming aware of such condition; (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities in exchange for Global Securities (in whole but not in part); provided that in no event shall the Legended Regulation S Global Securities be exchanged by the Company for Definitive Securities prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Regulation S under the Securities Act; or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Securities and the Depository requests Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depository shall instruct the Trustee. Global Securities also may be exchanged or replaced, in wholewhole or in part, as provided in Section 2.07. Owners of beneficial interests in Global Securities Sections 2.08 and 2.11 of the Securities Base Indenture. Except as otherwise provided above in this Section 2.04(a), every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.04 or pursuant to Section 2.08 or 2.11 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be entitled to receive Definitive Securities unless: (1) the Company delivers to the Trustee and the Registrar notice from the Depositary that it is unwilling or unable to continue to act exchanged for another Security other than as Depositary or that it is no longer a clearing agency registered under the Exchange Act andprovided in this Section 2.04(a); however, in either case, a successor Depositary is not appointed by the Company within 90 days; or (2) there has occurred and is continuing an Event of Default with respect to the Securities and the Depositary notifies the Trustee 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 expiration of the Restricted Period. Upon the occurrence of any of the events in clause (1) or (2) above, Definitive Securities shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee and the Registrar in accordance with the Applicable Procedures. Neither the Company, the Guarantors, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global SecuritySecurity may be transferred and exchanged as provided in Section 2.04(b), and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this Indenture(c) or (d) hereof.

Transfer and Exchange of Global Securities. A Except as otherwise set forth in this Section 2.07, 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. A beneficial interest in a Global Securities also Security may not be exchanged or replaced, in whole, as provided in Section 2.07. Owners of beneficial interests in Global Securities of by the Securities shall not be entitled to receive Company for a Definitive Securities unless: Security unless (1i) the Depositary (x) notifies 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 for such Global Security or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days; or days after the date of such notice from the Depositary, (2ii) there has shall have occurred and is be continuing an a Default or Event of Default with respect to the Securities and or (iii) the Depositary Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of its decision to exchange the Definitive Securities (although Regulation S Temporary Global Securities for Definitive Securities; provided that in no event shall at the Regulation S Global Security Company’s election pursuant to this clause may not be exchanged by the Company for Definitive Securities prior to (a) the expiration of the Restricted PeriodPeriod and (b) the receipt of any certificates required under the provisions of Regulation S). Upon the occurrence of any of the preceding events in clause clauses (1i), (ii) or (2iii) 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 authorized denominations as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee and the Registrar (in accordance with its customary procedures). Global Securities also may be exchanged or replaced, in whole or in part, as provided in Section 2.08 and Section 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 2.07, or Section 2.08 or Section 2.11, shall be authenticated and delivered in the Applicable Proceduresform of, and shall be, a Global Security, except for Definitive Securities issued subsequent to any of the preceding events in clauses (i), (ii) or (iii) above and pursuant to Section 2.07(c) or Section 2.07(e). Neither the CompanyA Global Security may not be exchanged for another Security other than as provided in this Section 2.07(a); provided, the Guarantorshowever, the Trustee nor the Registrar will be liable for any delay by the Depositary in identifying the owners of beneficial interests in a Global SecuritySecurity may be transferred and exchanged as provided in Section 2.07(b), Section 2.07(c) and each of the Company, the Guarantors, the Trustee and the Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depository for all purposes of this IndentureSection 2.07(j).