Common use of Temporary Global Notes Clause in Contracts

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of Regulation S Temporary Global Notes substantially in the form of Exhibit A2, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note of the same series. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Certificate from the CompanyIssuers. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Officer's Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Initial Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryCustodian, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamClearstream Bank, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ ' Certificate from the CompanyCompany certifying that the Restricted Period has terminated. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global NoteNotes, the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Officer’s Certificate from the CompanyTexas Genco LLC. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian Custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); andor (2) an Officers’ Certificate from the CompanyIssuer. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest interests therein as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will shall be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Distribution Compliance Period with respect to a Regulation S Temporary Global Note will shall be terminated upon the receipt by the Trustee of: of (1i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream the Depositary or one or more of its Participants certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Distribution Compliance Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series Note, bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and , and (2ii) an Officers’ Certificate from the Company. Following the termination of the Restricted Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note will shall be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest interests as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter providedNote. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement LegendNote, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Certificate from the CompanyIssuer. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest interests therein as hereinafter provided.

Temporary Global Notes. Notes initially offered and sold outside the United States in reliance on Regulation S that are shall be initially issued in global form will be issued initially in the form of one or more Regulation S Temporary Global Notes substantially in the form of Exhibit A2Notes, which will shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, Note Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly and duty executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will shall be terminated upon the receipt by the Trustee of: (1) of a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take lake delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b2.6(e)(i) hereof); and (2) an Officers’ Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will shall be exchanged for an equal amount of beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will shall be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will shall take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Officer’s Certificate from the CompanyHoldings. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will shall be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, Trustee as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership Beneficial Ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners Beneficial Owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership Beneficial Ownership interest in a Rule 144A 344A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Officer’s Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes of any series offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes of such series represented thereby with the Trustee, at its Chicago, Illinois office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note for such series of Notes (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement LegendNote, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Certificate from the Company. Following the termination of the Restricted PeriodPeriod for the applicable series of Notes, beneficial interests in the Regulation S Temporary Global Note for such series will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same for such series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global NoteNote for such series, the Trustee will cancel the Regulation S Temporary Global Note of the same for such series. The aggregate principal amount of a the Regulation S Temporary Global Note for the applicable series and a the Regulation S Permanent Global Note for such series may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will shall be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, Custodian and registered in the name of the applicable Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will shall be terminated upon the receipt by the Trustee of: (1i) a written certificate from the applicable Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will shall take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2ii) an Officers’ Officer’s Certificate from the CompanyIssuer. Following the termination of the Restricted Period, beneficial interests in the each Regulation S Temporary Global Note will shall be exchanged for beneficial interests in the a Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the corresponding Regulation S Permanent Global Note, the Trustee will shall cancel the corresponding Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the applicable Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will shall be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryDTC in New York, New York, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will shall be terminated upon the receipt by the Trustee of: of (1i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership Beneficial Ownership of 100% of the aggregate principal amount at maturity of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners Beneficial Owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will shall take delivery of a beneficial ownership Beneficial Ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b2.07(b) hereof); and , and (2ii) an Officers’ Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will shall be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global NoteNotes, the Trustee will shall cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will shall be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamCedel Bank, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will shall be terminated upon the receipt by the Trustee of: of (1i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b2.06(a)(ii) hereof); and , and (2ii) an Officers’ ' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will shall be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global NoteNotes, the Trustee will shall cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Minneapolis, MN office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, if available, together with copies of certificates from Euroclear and Clearstream Clearstream, if available, certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Officer’s Certificate from the CompanyIssuers. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note, Procedures and the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest interests therein as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners Beneficial Owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Certificate from the CompanyIssuers. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes initially offered and sold outside the United States in reliance on Regulation S that are shall be initially issued in global form will be issued initially in the form of one or more Regulation S Temporary Global Notes substantially in the form of Exhibit A2Notes, which will shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, Note Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, and duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will shall be terminated upon the receipt by the Trustee of: (1) of a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-non United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b2.6(e)(i) hereof); and (2) an Officers’ Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will shall be exchanged for an equal amount of beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will shall be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, Trustee as custodian for the DepositaryCustodian, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will shall be terminated upon the receipt by the Trustee of: (1i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will shall take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof)); and (2ii) an Officers’ Officer’s Certificate from the CompanyIssuer. Following the termination of the Restricted Period, beneficial interests in the each Regulation S Temporary Global Note will shall be exchanged for beneficial interests in the a Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note, the Trustee will shall cancel the corresponding Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will shall be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will shall be terminated upon the upon: (i) receipt by the Trustee of: (1) Company of a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will shall take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(bSECTION 2.06(B) hereof); and (2ii) following such receipt, delivery of an Officers’ Officer's Certificate from to the CompanyTrustee. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will shall be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof)Note; and (2) an Officers’ Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Officer’s Certificate from the CompanyIssuers. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication Upon completion of a Regulation S Permanent Global Notesuch exchange, the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest interests therein as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will shall be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryDTC in New York, New York, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will shall be terminated upon the receipt by the Trustee of: of (1i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership Beneficial Ownership of 100% of the aggregate principal amount at maturity of such the Regulation S Temporary Global Note by non-U.S. persons (except to the extent of any beneficial owners Beneficial Owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will shall take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b2.07(b)(ii) hereof); and , and (2ii) an Officers’ ' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will shall be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global NoteNotes, the Trustee will shall cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of the Regulation S Temporary Global Notes substantially in the form of Exhibit A2Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, Trustee as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and (2) an Officers’ Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note of the same seriesNote. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.