Common use of Automatic Exchange from Restricted Global Note to Unrestricted Global Note Clause in Contracts

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide written notice to all beneficial owners of interests in the relevant Restricted Global Note of such exchange through Euroclear and Clearstream, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code of the relevant Restricted Global Note and the ISIN or Common Code of the Unrestricted Global Note into which such owners’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel to the Company, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from beneficial owners of interests in the relevant Restricted Global Note such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing and the Trustee to Company shall (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j2.06(i), the Trustee shall be entitled to receive from the Company, and rely upon conclusively without any liability, upon an Officers’ Officer’s Certificate and an Opinion of Counsel to the Company, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities ActAct and the terms and conditions of this Indenture. The Company may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j2.06(i), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j2.06(i) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may becanceled.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company Issuers and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company Issuers shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the CompanyIssuers, and rely upon conclusively without any liability, upon an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, in form and in substance reasonably satisfactory to the CompanyTrustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company Issuers may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing Trustee, the Trustee to Registrar and the Company shall (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code number of the relevant Restricted Global Note and the ISIN or Common Code number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j2.06(i), the Trustee and Registrar shall be entitled to receive from the Company, and rely upon conclusively without any liability, upon an Officers’ Officer’s Certificate and an Opinion of Counsel to the Company, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities ActAct and the terms and conditions of this Indenture. The Company may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j2.06(i), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j2.06(i) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may becanceled.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamthe Depositary or its nominee, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel to the Company, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company and upon Upon compliance with the following procedures, all of the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an the Unrestricted Global Note. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount all of the outstanding beneficial interests in a particular Restricted Global Note to an the Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j2.6(j), the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from beneficial owners of interests in the relevant Restricted Global Note such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j2.6(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of 2.6(j), the beneficial interests in a Restricted Global Note, such relevant Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company Issuers and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company Issuers shall (i) provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j2.06(i), the Trustee shall be entitled to receive from the CompanyIssuers, and rely upon conclusively without any liability, upon an Officers’ Officer’s Certificate and an Opinion of Counsel of the Issuers, in form reasonably satisfactory to the CompanyTrustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company Issuers may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j2.06(i), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j2.06(i) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company and upon Upon compliance with the following procedures, all of the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an the Unrestricted Global Note. In order to effect such exchange, the Company Issuer shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount all of the outstanding beneficial interests in a particular Restricted Global Note to an the Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the CompanyIssuer, and rely conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel to the CompanyIssuer, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from beneficial owners of interests in the relevant Restricted Global Note such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of 2.06(k), the beneficial interests in a Restricted Global Note, such relevant Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company Issuer and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company Issuer shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the CompanyIssuer, and rely upon conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel to the CompanyIssuer, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company Issuer may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company Issuers and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company Issuers shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the Company, Issuers and rely upon conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel Counsel, in form and in substance reasonably satisfactory to the CompanyTrustee, to the effect Table of Contents that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities ActAct and the terms and conditions of this Indenture. The Company Issuers may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At On the option of the Company and upon compliance with the following proceduresResale Restriction Termination Date, the beneficial interests in a Global Security that bears the Private Placement Legend (a “Restricted Global Note Security”) shall be automatically exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, (the Company shall provide written notice to the Trustee instructing the Trustee to (i“Automatic Exchange”) direct the Common Depositary to transfer the specified amount of the outstanding into beneficial interests in a particular Global Security not bearing the Private Placement Legend (an “Unrestricted Global Security”) without any action required by or on behalf of the Holder thereof. The Company shall at least 15 days but not more than 30 days before the Resale Restriction Termination Date, deliver a notice of Automatic Exchange (the “Automatic Exchange Notice”) to each Holder and to the Trustee, which Automatic Exchange Notice shall identify the Securities subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the CUSIP number of the Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts Security being exchanged; and (ii3) provide written notice to all beneficial owners of interests in the relevant Restricted Global Note of such exchange through Euroclear and Clearstream, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into Security for which such owners’ beneficial interests will be Restricted Global Security is being exchanged. As a condition At the Company’s request, upon reasonable prior notice, the Trustee shall deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to any each Holder; provided, however, that the form and content of such exchange Automatic Exchange Notice shall be prepared by the Company. In connection with an Automatic Exchange pursuant to this Section 2.06(j)2.18, the Trustee shall be entitled to receive from the Company, and rely conclusively without any liabilityupon, upon an Officers’ Certificate and an Opinion of Counsel to the Company, each in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance Automatic Exchange complies with the Securities Act. The Company may request from beneficial owners of interests in the relevant Restricted Global Note such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests an Automatic Exchange pursuant to this Section 2.06(j)2.18 and in accordance with Depositary procedures, the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer Automatic Exchange and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(sSecurity(ies) and the Unrestricted Global NoteSecurity(ies), respectively, equal to the principal amount of beneficial interests transferredtransferred pursuant to such Automatic Exchange. If an Unrestricted Global Security is not then outstanding at the time of an Automatic Exchange, then the Company shall execute, and upon receipt of a Company Order, the Trustee shall authenticate and deliver, an Unrestricted Global Security to the Depositary. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Automatic Exchange, each resulting Restricted Global Note, such Restricted Global Note Security whose principal amount is reduced to zero shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company Issuers and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company Issuers shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section ‎Section 2.06(j), the Trustee shall be entitled to receive from the Company, Issuers and rely upon conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel Counsel, in form and in substance reasonably satisfactory to the CompanyTrustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities ActAct and the terms and conditions of this Indenture. The Company Issuers may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section ‎Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section ‎Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing and the Trustee Depositary to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide written notice to all beneficial owners of interests in the relevant Restricted Global Note of such exchange through Euroclear and Clearstreamthe Depositary, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such owners’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel to the Company, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from beneficial owners of interests in the relevant Restricted Global Note such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may beDepositary.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note (other than a Special 144A Global Note) shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note (other than a Special 144A Global Note) to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j2.06(i), the Trustee shall be entitled to receive from the Company, and rely upon conclusively without any liability, upon an Officers’ Officer’s Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j2.06(i), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j2.06(i) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company Issuers and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company Issuers shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the Company, Issuers and rely upon conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel Counsel, in form and in substance reasonably satisfactory to the CompanyTrustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities ActAct and the terms and conditions of this Indenture. The Company Issuers may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At Subject to Section 2.06(k), on the option date that is 365 days after (i) in the case of the Company and upon compliance with the following proceduresInitial Notes, the Issue Date or (ii) in the case of any Additional Notes, the date any such Additional Notes were issued, beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the Company, and rely upon conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company Issuer and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company Issuer shall provide written notice to the Trustee instructing and the Trustee to Issuer shall (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j2.06(i), the Trustee shall be entitled to receive from the CompanyIssuer, and rely upon conclusively without any liability, upon an Officers’ Officer’s Certificate and an Opinion of Counsel to the Company, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities ActAct and the terms and conditions of this Indenture. The Company Issuer may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j2.06(i), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j2.06(i) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may becanceled.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company Issuer and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company Issuer shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the CompanyIssuer, and rely upon conclusively without any liability, upon an Officers’ Officer’s Certificate and an Opinion of Counsel to the CompanyIssuer, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company Issuer may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company and upon Upon compliance with the following procedures, all of the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an the Unrestricted Global Note. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount all of the outstanding beneficial interests in a particular Restricted Global Note to an the Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will shall be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j2.07(j), the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from beneficial owners of interests in the relevant Restricted Global Note such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j2.07(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of 2.07(j), the beneficial interests in a Restricted Global Note, such relevant Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information available to it as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j2.06(k), the Trustee shall be entitled to receive from the Companyprovided with, and may rely upon conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel Counsel, in form and in substance reasonably satisfactory to the CompanyTrustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j2.06(k), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j2.06(k) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamthe Depositary or its nominee, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officers’ Certificate and an Opinion of Counsel to the Company, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse the “Schedule A of Exchanges of Interests in the Global Note” attached to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company Issuer and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company Issuer shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the Company, Issuer and rely upon conclusively without any liability, upon an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, in form and in substance reasonably satisfactory to the CompanyTrustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities ActAct and the terms and conditions of this Indenture. The Company Issuer may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At On the option of the Company and upon compliance with the following proceduresResale Restriction Termination Date, the beneficial interests in a Global Security that bears the Private Placement Legend (a “Restricted Global Note Security”) shall be automatically exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, (the Company shall provide written notice to the Trustee instructing the Trustee to (i“Automatic Exchange”) direct the Common Depositary to transfer the specified amount of the outstanding into beneficial interests in a particular Global Security not bearing the Private Placement Legend (an “Unrestricted Global Security”) without any action required by or on behalf of the Holder thereof. The Company shall at least 15 days but not more than 30 days before the Resale Restriction Termination Date, deliver a notice of Automatic Exchange (the “Automatic Exchange Notice”) to each Holder and to the Trustee, which Automatic Exchange Notice shall identify the Securities subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the CUSIP number of the Restricted Global Note to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts Security being exchanged; and (ii3) provide written notice to all beneficial owners of interests in the relevant Restricted Global Note of such exchange through Euroclear and Clearstream, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into Security for which such owners’ beneficial interests will be Restricted Global Security is being exchanged. As a condition At the Company’s request, upon reasonable prior notice, the Trustee shall deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to any each Holder; provided, however, that the form and content of such exchange Automatic Exchange Notice shall be prepared by the Company. In connection with an Automatic Exchange pursuant to this Section 2.06(j)2.18, the Trustee shall be entitled to receive from the Company, and rely conclusively without any liabilityupon, upon an Officers’ Certificate and an Opinion of Counsel to the Company, each in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance Automatic Exchange complies with the Securities Act. The Company may request from beneficial owners of interests in the relevant Restricted Global Note such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests an Automatic Exchange pursuant to this Section 2.06(j)2.18 and in accordance with Depositary procedures, the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer Automatic Exchange and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(sSecurity(ies) and the Unrestricted Global NoteSecurity(ies), respectively, equal to the principal amount of beneficial interests transferredtransferred pursuant to such Automatic Exchange. If an Unrestricted Global Security is not then outstanding at the time of an Automatic Exchange, then the Company shall execute, and the Trustee shall authenticate and deliver, an Unrestricted Global Security to the Depositary. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Automatic Exchange, each resulting Restricted Global Note, such Restricted Global Note Security whose principal amount is reduced to zero shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.

Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company Issuer and upon compliance with the following procedures, the beneficial interests in a Restricted Global Note (other than a Special 144A Global Note) shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company Issuer shall provide written notice to the Trustee instructing the Trustee to (i) direct the Common Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note (other than a Special 144A Global Note) to an Unrestricted Global Note and provide the Common Depositary with all such information as is necessary for the Common Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all beneficial owners of interests in the relevant Restricted Global Note Holders of such exchange through Euroclear and Clearstreamexchange, which notice must include the date such exchange is proposed to occur, the ISIN or Common Code CUSIP number of the relevant Restricted Global Note and the ISIN or Common Code CUSIP number of the Unrestricted Global Note into which such ownersHolders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the CompanyIssuer, and rely upon conclusively without any liability, upon an Officers’ Officer’s Certificate and an Opinion of Counsel to the CompanyIssuer, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company Issuer may request from beneficial owners of interests in the relevant Restricted Global Note Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Trustee and Agents shall have no responsibility for any actions taken or not taken by Euroclear or Clearstream, as the case may be.