Common use of Definitive Notes Clause in Contracts

Definitive Notes. Except as provided below in this Section 2.01(g), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d). (B) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(gparagraph (f), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer that it is unwilling or unable to continue to act as Depositary for the Global Note and or that DTC ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Issuer fails to appoint a successor depositary within 90 days after the date of such notice, or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(f) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(c). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice or, (B) the Issuer in its sole discretion executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. (Ai) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e)(iii) or (e)(iv) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Definitive Note set forth in Section 2.01(d2.1(d). (Bii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will shall (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Ciii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will shall cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (Div) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuers in their sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer, the Co-Issuer or any Affiliate of the Issuer their respective Affiliates was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d‎Section 2.1(d)(1). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g‎Section 2.1(e) shall, except as otherwise provided by Section 2.06(d‎Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d‎Section 2.1(d)(1). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(gparagraph (i), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails Issuers fail to appoint a successor depositary within 90 days of such notice, or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (Aa) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(i) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (Bb) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Cc) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (Dd) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(gparagraph (i), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails Company fail to appoint a successor depositary within 90 days of such notice, or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(i) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. (i) Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice or, (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. (Aii) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.01(e)(iv) shall, (A) except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Definitive Note set forth in Section 2.01(d)) and (B) be registered in the name of the Holder of the Definitive Note. (Biii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive canceled certificated Note, the Issuer Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Civ) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, applicable and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (Dv) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below (i) The Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in this Section 2.01(gthe respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), owners of beneficial interests in Global Notes will or, if not be entitled to receive Definitive Notes. so permitted, the Definitive Notes shall be transferred endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for Definitive Notes, the Global Note Receipts, the Coupons and the Issuer fails to appoint a successor depositary within 90 days of such notice, or Talons shall pass by delivery. (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of The Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the Issuer Receipts, the Coupons and the Talons shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate be signed manually or in facsimile by two Directors of the Issuer or evidencing a Note that has been acquired by an Affiliate two duly authorised officers of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate behalf of the Issuer was an owner of the Noteand, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d). (B) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) Definitive Notes, shall be authenticated by or the Holder on behalf of the cancelled Agent. The Definitive Note (Notes, the Receipts, the Coupons and the Talons so executed and, in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, registered authenticated shall be binding and valid obligations of the Issuer. No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the name case of the Holder thereofDefinitive Notes, authenticated as aforesaid. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Company within 90 days of such notice, (B) the Company in their sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture Trustee and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee or the Authenticating Agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d). (B) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g), owners of beneficial interests in Global The Notes will not be entitled to receive issued as Definitive Notes. Definitive Notes shall be transferred , rather than to all beneficial owners in exchange for their beneficial interests in a Global Note DTC or its nominee, only if (ia) DTC the Securities Depository notifies the Issuer and the Indenture Trustee that it is unwilling or unable to continue as Depositary for the Global Note Securities Depository with respect to any or all of the Notes or (b) at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, as required, and in either case a successor Securities Depository is not appointed by the Issuer fails to appoint a successor depositary within 90 days after the Issuer receives notice or becomes aware of such noticecondition, or (ii) there shall have occurred and be continuing an Event of Default with respect to as the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notescase may be. In the event of Upon the occurrence of any of the events specified described in clause (i) the immediately preceding paragraph, the Issuer will issue the Notes of each Class in the form of Definitive Notes and thereafter the Indenture Trustee will recognize the holders of such Definitive Notes as Noteholders of each such Class under this Indenture. In connection with any proposed transfer outside the book entry system or (ii) exchange of the preceding sentencebeneficial interest in a Note for Notes in definitive registered form, the Issuer shall promptly make be required to provide or cause to be provided to the Indenture Trustee all information reasonably available to it that is reasonably requested by the Indenture Trustee a reasonable supply of Definitive Notes. In additionand is otherwise necessary to allow the Indenture Trustee to comply with any applicable tax reporting obligations, including without limitation any Note transferred to an Affiliate cost basis reporting obligations under Section 6045 of the Issuer Code. The Indenture Trustee may rely on any such information provided to it and shall have no responsibility to verify or evidencing a Note that has been acquired by an Affiliate of ensure the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d). (B) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount accuracy of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the information. The Indenture Trustee shall authenticate and make available not have any responsibility or liability for delivery, to the transferring Holder a new Definitive Note representing the principal amount any actions taken or not so transferredtaken by DTC. (C) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Issuer fails Company fail to appoint a successor depositary within 90 days of such notice, notice or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend in Section 2.1(d) regarding transfer restrictions in Section 2.01(d)restrictions. If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(gSECTION 2.1(g) shall, except as otherwise provided by Section 2.06(dSECTION 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(dSECTION 2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary within 90 days of such notice, is not appointed by the Issuers or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture has occurred and DTC shall have requested the issuance of Definitive Notesis continuing. In the event of the occurrence of any of the events specified in clause (iA) or (iiB) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee or the Authenticating Agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Issuers or any Affiliate affiliate of the Issuer Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee Registrar will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee Registrar will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d)(i). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (Ai) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d)(i). (Bii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Ciii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (Div) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. (1) Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice or, (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in the preceding sentence or in clause (A), (B) or (C) of the second preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. (Ai) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.01(e)(iv) shall, (A) except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Definitive Note set forth in Section 2.01(d)) and (B) be registered in the name of the Holder of the Definitive Note. (Bii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive canceled certificated Note, the Issuer Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Ciii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (Div) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d‎Section 2.1(d)(i). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (Ai) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g‎Section 2.1(e) shall, except as otherwise provided by Section 2.06(d‎Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d‎Section 2.1(d)(i). (Bii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Ciii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (Div) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. (1) Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 120 days of such notice, (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. (A2) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e)(4) shall, (i) except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Definitive Note set forth in Section 2.01(d)2.1(d) and (ii) be registered in the name of the Holder of the Definitive Note. (B3) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive canceled certificated Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C4) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D5) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to (x) the end of the Restricted Period.Period and (y) the receipt of any certificates required under the provisions of Regulation S.

Definitive Notes. (i) Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice, (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. (Aii) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.01(e)(iii) or (iv) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d)Restricted Notes Legend. (Biii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive canceled certificated Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note in authorized denominations representing the principal amount not so transferred. (Civ) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (Dv) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. (i) Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice or, (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. (Aii) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.01(e)(iv) shall, (A) except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Definitive Note set forth in Section 2.01(d)) and (B) be registered in the name of the Holder of the Definitive Note. (Biii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive canceled certificated Note, the Issuer Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Civ) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, applicable and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (Dv) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)2.1(b) and below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Company within 90 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company, other than the initial issuance of the Initial Notes to Air Products described in Section 2.1(b), or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering offering, other than the initial issuance of the Initial Notes to Air Products described in Section 2.1(b), must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails Issuers fail to appoint a successor depositary within 90 days of such notice, (B) the Issuers, at their option, notify the Trustee that they elect to cause the issuance of Definitive Notes or (iiC) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred no event shall the Regulation S Global Notes be exchanged for Definitive Notes prior to an Affiliate (a) the expiration of the Issuer or evidencing a Note that has been acquired by an Affiliate Distribution Compliance Period and (b) the receipt of any certificates required under the Issuer in a transaction or series provisions of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures.Regulation S. (Ai) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(g) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (Bii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Ciii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails Issuers fail to appoint a successor depositary within 90 days of such notice, (B) DTC ceases to be a clearing agency registered under the Exchange Act and the Issuers fail to appoint a successor depositary within 90 days of notice from DTC that it has ceased, or will cease, to be such a clearing agency or (iiC) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s proceduresApplicable Procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.01(f) shall, except as otherwise provided by Section 2.06(d2.06(c), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.01(d)(1). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuers within 90 days of such notice, (B) the Issuers in their sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture Trustee and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee or the Authenticating Agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Issuers or any Affiliate affiliate of the Issuer Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d). (B) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Issuer fails to appoint a successor depositary within 90 days of such notice, notice or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Second Lien Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Second Lien Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Second Lien Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate affiliate of the Issuer was an owner of the Second Lien Note, be in the form of a Definitive Note and bear the legend in SECTION 2.1(d) regarding transfer restrictions in Section 2.01(d)restrictions. If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(gSECTION 2.1(g) shall, except as otherwise provided by Section 2.06(dSECTION 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(dSECTION 2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(gparagraph (f), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i%3) DTC notifies the Issuer that it is unwilling or unable to continue to act as Depositary for the Global Note and or that DTC ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Issuer fails to appoint a successor depositary within 90 days after the date of such notice, or (ii%3) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (Ai) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(f) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(c). (Bii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x%3) cancel such Definitive Note, (y%3) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z%3) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Ciii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x%3) the Trustee will cancel the Definitive Note being transferred or exchanged, (y%3) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z%3) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC the Depository notifies the Issuer Company that it is unwilling or unable to continue as Depositary depositary for the such Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act, at a time when the Depository is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary within 90 days of such notice, is not appointed by the Company or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture has occurred and DTC shall have requested the issuance of Definitive Notesis continuing. In the event of the occurrence of any of the events specified in clause (iA) or (iiB) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee or the Authenticating Agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(e). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTCthe Depository’s and the Registrar’s procedures. (Ai) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(e), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(e). (Bii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee Registrar will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Ciii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee Registrar will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (Div) Notwithstanding anything to the contrary in this First Supplemental Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies upon the Issuer that it is unwilling or unable to continue as Depositary for occurrence of any of the Global Note and the Issuer fails to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notesevents set forth in Section 306(2). In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentencesuch events, the Issuer Company shall promptly make available to the Trustee or the Authenticating Agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Security Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g) 203 shall, except as otherwise provided by Section 2.06(d305(c), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d)203. (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee Security Registrar will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee Security Registrar will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Company within 90 180 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d)(1). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d)(1). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.Period and the receipt of any certificates required under the provisions of Regulation S.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails Issuers fail to appoint a successor depositary within 90 days of such notice, (B) the Issuers, at their option, notify the Trustee that they elect to cause the issuance of Definitive Notes or (iiC) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Issuers or any Affiliate affiliate of the Issuer Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(g) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred un-transferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in their sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture Trustee and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer shall promptly make available to the Trustee or the Authenticating Agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d). (B) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in either case, the Issuer Company fails to appoint a successor depositary within 90 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) hereof shall, except as otherwise provided by Section 2.06(d)2.6(d) hereof, bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d)2.1(d) hereof. (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuer within 90 120 days of such notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d‎Section 2.1(d)(1). If required to do so pursuant to any -58- applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g‎Section 2.1(e) shall, except as otherwise provided by Section 2.06(d‎Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d‎Section 2.1(d)(1). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in either case, the Issuer Company fails to appoint a successor depositary within 90 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.1(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, registered in the name of the Holder thereof.entire (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.Period and the receipt of any certificates required under the provisions of Regulation S.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Company within 90 days of such notice, notice or (iiB) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (ii) of B)of the preceding sentence, the Issuer Company shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred.transferring (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Issuer fails Company fail to appoint a successor depositary within 90 days of such notice, notice or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(g) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Company within 90 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d3(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures.for (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g3(e) shall, except as otherwise provided by Section 2.06(d4(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d3(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. (i) Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice or, (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. (Aii) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.01(e)(iv) shall, (A) except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Definitive Note set forth in Section 2.01(d)) and (B) be registered in the name of the Holder of the Definitive Note. (Biii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive canceled certificated Note, the Issuer Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Civ) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, applicable and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (Dv) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails Issuers fail to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (i) or (ii) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the U.S. Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the an Issuer or any Affiliate of the an Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d). (B) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the applicable law, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuers within 90 days of such notice, (B) the Issuers in their sole discretion execute and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Issuers or any Affiliate affiliate of the Issuer Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(e). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(f) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, delivery to the transferring Holder Holder, a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.01(d)(1). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.01(e) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.01(d)(1). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. (i) Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuers within 90 days of such notice, (B) the Issuers in their sole discretion execute and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Issuers or any Affiliate affiliate of the Issuer Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(gparagraph (h), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails Issuers fail to appoint a successor depositary within 90 days of such notice, or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(i) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in clause (1) of Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in clause (1) of Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Company within 90 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any New Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a New Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the New Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d3(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g3(e) shall, except as otherwise provided by Section 2.06(d4(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d3(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. (ii) Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange ex- change for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Company within 90 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee a reasonable rea- sonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulationregula- tion, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer trans- fer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Compa- ny shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee Trus- tee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange ex- change to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder Hold- er thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. The Affiliate Notes to be issued on the date of this Indenture will be issued as Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note issued as an Affiliate Note or any other Note subsequently transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d)(1)(b). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d)(1)(a). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company or the Guarantors that it is unwilling or unable to continue as Depositary for the Global Note Notes and the Issuer Company fails to appoint a successor depositary within 90 days depositary, (B) DTC has ceased to be a clearing agency registered under the Exchange Act and the Company fails to appoint a successor depositary, (C) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of such noticethe Definitive Notes, or (iiD) there shall have has occurred and be is continuing an a Default or Event of Default with respect to the Notes under or (E) prior written notice is given to the Trustee by or on behalf of DTC in accordance with this Indenture and DTC shall have requested the issuance of Definitive NotesIndenture. In the event of the occurrence of any of the events specified in clause (iA), (B) or (iiC), (D) or (E) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred If required to an Affiliate of the Issuer or evidencing hold a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(g) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. Definitive Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee such written certificate as the Trustee may require to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary A beneficial interest in this Indenture, in no event shall a Regulation S Temporary Global Note may not be exchanged for a Definitive Note be delivered upon exchange or transfer transferred to a Person who takes delivery thereof in the form of a beneficial interest in the Temporary Regulation S Global Definitive Note prior to (A) the end expiration of the Restricted PeriodPeriod and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails Company fail to appoint a successor depositary within 90 days of such notice, (B) the Company, at their option, notify the Trustee that they elect to cause the issuance of Definitive Notes or (iiC) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(g) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails Company fail to appoint a successor depositary within 90 days of such notice, (B) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes or (iiC) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(g) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred transferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuer within 90 120 days of such notice, (B) the Issuer in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture Trustee and DTC shall the Registrar have requested the issuance of Definitive Notesreceived a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer shall promptly make available to the Trustee or the authenticating agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.01(f) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will Registrar shall (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will Registrar shall cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred un-transferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(gparagraph (h), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails Issuers fail to appoint a successor depositary within 90 days of such notice, or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(h) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. (i) Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company at any time that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice or (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons. (Aii) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e)(iv) or (v) shall, except as otherwise provided by Section 2.06(d2.6(c), bear the applicable legend regarding transfer restrictions applicable to the Global Definitive Note set forth in under Section 2.01(d2.1(d). (Bi) If In connection with the exchange of a portion of a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) shall cancel such Definitive Note, (y) record an increase in and the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d)(1)(a). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Company within 90 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC DTC, Euroclear or Clearstream, as applicable, notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC, Euroclear or Clearstream, as applicable, ceases to be a clearing agency registered under the applicable law, at a time when DTC, Euroclear or Clearstream, as applicable, is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuers within 90 days of such notice, (B) the Issuers in their sole discretion execute and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC, Euroclear or Clearstream, as applicable. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Issuers or any Affiliate affiliate of the Issuer Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s, Euroclear’s or Clearstream’s, as applicable, and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, delivery to the transferring Holder Holder, a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC the Common Depositary notifies the Issuer Company that it is unwilling or unable to continue as Depositary the common depositary for the such Global Note or the Depositary ceases to be a clearing agency registered under the Exchange Act, at a time when the Depositary is required to be so registered in order to act as depositary, and in either case, the Issuer Company fails to appoint a successor depositary within 90 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s -57- Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested Registrar has received a written request from the issuance of Definitive NotesDepositary. In the event of the occurrence of any of the events specified in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d)2.1(d) hereof. If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTCthe Depositary’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) hereof shall, except as otherwise provided by Section 2.06(d)2.6(d) hereof, bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d)2.1(d) hereof. (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Global Note and or DTC ceases to be a clearing agency registered under the Issuer Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and, in each case, the Company fails to appoint a successor depositary within 90 days of such notice, notice or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d‎Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g‎Section 2.1(g) shall, except as otherwise provided by Section 2.06(d‎Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d‎Section 2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes of a series shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note of such series if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with in respect to of such series has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(e)(i). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (Ai) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(f) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(e)(i). (Bii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Ciii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (Div) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(gparagraph (i), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails Issuers fail to appoint a successor depositary within 90 days of such notice, or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(i) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(gparagraph (f), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or unable to continue to act as Depositary for the Global Note and or that DTC ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Issuer fails to appoint a successor depositary within 90 days after the date of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (Ai) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(f) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(c). (Bii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (xA) cancel such Definitive Note, (yB) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (zC) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring or exchanging Holder a new Definitive Note representing the principal amount not so transferredtransferred or exchanged. (Ciii) If a Definitive Note is transferred or exchanged for another Definitive Note, (xA) the Trustee will cancel the Definitive Note being transferred or exchanged, (yB) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (zC) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Company within 90 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d)(1). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d)(1). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.and

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Issuer fails Issuers fail to appoint a successor depositary within 90 days of such notice, notice or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Issuers or any Affiliate affiliate of the Issuer Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(g) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Company within 90 days of such notice, (B) the Company notifies the Trustee and DTC in writing stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d)(1). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d)(1). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice or, (B) the Issuer in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Registrar a reasonable supply of Definitive Notes. (Ai) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e)(iv) or (v) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Definitive Note set forth in Section 2.01(d2.1(d). (Bii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will shall (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Ciii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will shall cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes of a series shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note of such series if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note of such series or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Issuer fails to appoint a successor depositary within 90 days of such notice, notice or (iiB) there shall have occurred and be continuing an Event of Default with respect to the First Lien Notes of such series under this Indenture and DTC shall have requested in writing the issuance of Definitive NotesNotes of such series. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive NotesNotes of such series. In addition, any First Lien Note of a series transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a First Lien Note of a series that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate affiliate of the Issuer was an owner of the First Lien Note, be in the form of a Definitive Note of such series and bear the legend in SECTION 2.1(d) regarding transfer restrictions in Section 2.01(d)restrictions. If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes of a series in exchange for their beneficial interests in a Global Note of such series upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(gSECTION 2.1(g) shall, except as otherwise provided by Section 2.06(dSECTION 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(dSECTION 2.1(d). (B2) If a Definitive Note of a series is transferred or exchanged for a beneficial interest in a Global NoteNote of such series, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note of such series representing the principal amount not so transferred. (C3) If a Definitive Note of a series is transferred or exchanged for another Definitive NoteNote of such series, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes of such series in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes of such series in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note of a series be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note of such series prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in either case, the Issuer Company fails to appoint a successor depositary within 90 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.1(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred.available (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.Period and the receipt of any certificates required under the provisions of Regulation S.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes of a series will not be entitled to receive Definitive NotesNotes of such series. Definitive Notes of a series shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note of such series if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary depositary for the such Global Note of such series or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Company within 90 120 days of such notice, notice or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture of a series has occurred and DTC shall have requested the issuance of Definitive Notesis continuing. In the event of the occurrence of any of the events specified in clause (iA) or (iiB) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee or the Authenticating Agent a reasonable supply of Definitive NotesNotes of such series. In addition, any Note of a series transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note of such series that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the NoteNote of such series, be in the form of a Definitive Note of such series and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes of such series in exchange for their beneficial interests in a Global Note of such series upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note of a series delivered in exchange for an interest in a Global Note of such series pursuant to this Section 2.01(g2.1(e) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note of such series set forth in Section 2.01(d2.1(d). (B2) If a Definitive Note of a series is transferred or exchanged for a beneficial interest in a Global NoteNote of such series, the Trustee Registrar will (x) cancel such Definitive NoteNote of such series, (y) record an increase in the principal amount of such Global Note of such series equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive NoteNote of such series, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note of such series representing the principal amount not so transferred. (C3) If a Definitive Note of a series is transferred or exchanged for another Definitive NoteNote of such series, (x) the Trustee Registrar will cancel the Definitive Note of such series being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes of such series in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note of such series (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive NoteNote of such series, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes of such series in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive NotesNotes of such series, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note of a series be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note of such series prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary depositary for the such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and the Issuer fails to appoint in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iiC) there shall have occurred and be continuing an Event of Default with respect to has occurred and is continuing and the Notes under this Indenture Trustee and DTC shall have requested the issuance of Definitive NotesRegistrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer shall promptly make available to the Trustee or the authenticating agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.01(f) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee Registrar will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee Registrar will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred un-transferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Issuer fails Company fail to appoint a successor depositary within 90 days of such notice, notice or (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA) or (iiB) of the preceding sentence, the Issuer Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Company or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Company or any Affiliate affiliate of the Issuer Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(dSECTION 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(gSECTION 2.1(g) shall, except as otherwise provided by Section 2.06(dSECTION 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(dSECTION 2.1(d). (B2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.

Definitive Notes. Except as provided below in this Section 2.01(g)below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (iA) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuer fails Issuers fail to appoint a successor depositary within 90 days of such notice, (B) the Issuers, at their option, notify the Trustee that they elect to cause the issuance of Definitive Notes or (iiC) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (iA), (B) or (iiC) of the preceding sentence, the Issuer Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the Issuer Issuers or evidencing a Note that has been acquired by an Affiliate of the Issuer affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer Issuers or any Affiliate affiliate of the Issuer Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (Ai) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g2.1(g) shall, except as otherwise provided by Section 2.06(d2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d2.1(d). (Bii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (Ciii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the cancelled canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled canceled Definitive Note, the Issuer Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled canceled Definitive Notes, registered in the name of the Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period.