Common use of Temporary Global Notes Clause in Contracts

Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the 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 executed by the Issuers and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of 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 shall take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and (B) an Officer’s Certificate from the Issuers, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. 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 shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 Issuers Company and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable Restricted . The Distribution Compliance Period and (ii) shall be terminated upon the receipt by the Trustee of (Ai) a written certificate from the Depositary, together with copies of certificates from the Depositary or one or more of its Participants certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note Note, bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) ), and (Bii) an Officer’s Officers’ Certificate from the IssuersCompany. Following the termination of the Distribution Compliance Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note. 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 shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto, at the Office of the Trustee 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 Issuers Company and authenticated by the Trustee as hereinafter provided. (i) . Following the termination expiration of the applicable Restricted Period and (ii) Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note upon the receipt by the Trustee of of: (A1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and 2.07(b)); and (B2) an Officer’s Certificate from the Issuers, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary Company. Any such exchange of beneficial interests in the Regulation S Temporary Global Note shall automatically become for beneficial interests in the Regulation S Permanent Global Note pursuant shall be subject to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note. 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 shall will be issued initially in the form of the Regulation S Temporary Global Note, which shall will be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 Issuers and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) will be terminated upon the receipt by the Trustee of of: (A1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and ); and (B2) an Officer’s Officers’ Certificate from the Issuers. Following the termination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. 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 shall be initially issued initially in the form of the one or more Regulation S Temporary Global NoteNotes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the 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 Issuers Company and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) shall be terminated upon the receipt by the Trustee of (A) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-non United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b2.6(e)(i) hereof) and (B) an Officer’s Certificate from ). Following the Issuerstermination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become be exchanged for an equal amount of beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note. 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 shall will be issued initially in the form of the Regulation S Temporary Global Note, which shall will be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 Issuers Company and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) will be terminated upon the receipt by the Trustee of of: (A1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and ); and (B2) an Officer’s 's Certificate from the IssuersCompany. Following the termination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. 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 shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the 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 Issuers Issuer and authenticated by the Trustee as hereinafter provided. . Following (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuers Issuer together with copies of certificates from Euroclear and Clearstream certifying that they have received certifications of non-United States beneficial ownership of 100% of the aggregate principal amount of each the Regulation S Temporary Global Note Note, to the extent the Depositary, Euroclear and Clearstream provide such certificates in the ordinary course of their business (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 shall take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a the Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and (B) an Officer’s Certificate from the IssuersIssuer, the Trustee shall remove the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. 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 shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the 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 Issuers Issuer and authenticated by the Trustee as hereinafter provided. . Following (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuers Issuer together with copies of non-certificates from Euroclear and Clearstream certifying that they have received certifications of non- United States beneficial ownership of 100% of the aggregate principal amount of each the Regulation S Temporary Global Note Note, to the extent the Depositary, Euroclear and Clearstream provide such certificates in the ordinary course of their business (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 shall take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a the Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and (B) an Officer’s Certificate from the IssuersIssuer, the Trustee shall remove the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. 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 shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the 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 executed by the Issuers Issuer and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuers Issuer of non-United States beneficial ownership of 100% of the aggregate principal amount of 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 shall take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and (B) an Officer’s Certificate from the IssuersIssuer, the Trustee shall remove the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. 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 shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 ClearstreamDepositary, duly executed by the Issuers Issuer and authenticated by the Trustee as hereinafter provided.. Upon the termination of the Restricted Period and: (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee Issuer of (A) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof); and (ii) and (B) following such receipt, delivery of an Officer’s Certificate from to the Issuers, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary Trustee; beneficial interests in the Regulation S Temporary Global Note shall automatically become be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note. 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 shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the 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 executed by the Issuers and authenticated by the Trustee as hereinafter provided. . Following (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and (B) an Officer’s Certificate from the Issuers, the Trustee shall remove the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note. 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 shall will be issued initially in the form of the Regulation S Temporary Global Note, which shall will be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 Issuers Company and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) will be terminated upon the receipt by the Trustee of of: (A1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and ); and (B2) an Officer’s Officers’ Certificate from the IssuersCompany. Following the termination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. 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 shall be initially issued initially in the form of the one or more Regulation S Temporary Global NoteNotes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the 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 Issuers and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) shall be terminated upon the receipt by the Trustee of (A) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall take will lake delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b2.6(e)(i) hereof) and (B) an Officer’s Certificate from ). Following the Issuerstermination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become be exchanged for an equal amount of beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note. 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 shall will be issued initially in the form of the Regulation S Temporary Global Note, which shall will be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 Issuers and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) will be terminated upon the receipt by the Trustee of of: (A1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and ); and (B2) an Officer’s Officers’ Certificate from the Issuers. Following the termination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. 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 shall will be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the 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 executed by the Issuers and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) will be terminated upon the receipt by the Trustee of of: (A1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend)Note, all as contemplated by Section 2.06(b) hereof) and ); and (B2) an Officer’s Officers’ Certificate from the IssuersIssuer. Following the termination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. 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 shall will be issued initially in the form of the Regulation S Temporary Global Note, which shall will be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 Issuers Company and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) will be terminated upon the receipt by the Trustee of of: (A1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership Beneficial Ownership of 100% of the aggregate principal amount of each 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 shall will take delivery of a beneficial ownership Beneficial Ownership interest in a 144A 344A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and ); and (B2) an Officer’s Certificate from the IssuersCompany. Following the termination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. 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 shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 Issuers Company and authenticated by the Trustee as hereinafter provided.. The Restricted Period shall be terminated upon: (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee Company of (A) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(bSECTION 2.06(B) hereof); and (ii) and (B) following such receipt, delivery of an Officer’s 's Certificate from to the IssuersTrustee. Following the termination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note. 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 shall will be issued initially in the form of the Regulation S Temporary Global Note, which shall will be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 executed by the Issuers Company and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) will be terminated upon the receipt by the Trustee of of: (A1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream, certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI AI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and ); or (B2) an Officer’s Certificate from the IssuersCompany. Following the termination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary all beneficial interests in the Regulation S Temporary Global Note shall automatically become will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. 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 shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian Trustee as 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 executed by the Issuers Issuer and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) shall be terminated upon the receipt by the Trustee of of: (Ai) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of 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 shall take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and )); and (Bii) an Officer’s Certificate from the IssuersIssuer. Following the termination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the each Regulation S Temporary Global Note shall automatically become be exchanged for beneficial interests in the a Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the a Regulation S Permanent Global Note, the Trustee will shall cancel the corresponding Regulation S Temporary Global Note. 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 shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the 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 Issuers Issuer and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) shall be terminated upon the receipt by the Trustee of of: (Ai) a written certificate from the applicable Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of 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 shall take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and ); and (Bii) an Officer’s Certificate from the IssuersIssuer. Following the termination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the each Regulation S Temporary Global Note shall automatically become 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 the corresponding Regulation S Permanent Global Note, the Trustee will shall cancel the corresponding Regulation S Temporary Global Note. 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 shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 Issuers Company and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) shall be terminated upon the receipt by the Trustee of (Ai) a written certificate from Euroclear and Cedel Bank certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b2.06(a)(ii) hereof) ), and (Bii) an Officer’s Officers' Certificate from the IssuersCompany. Following the termination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become be exchanged for beneficial interests in the Regulation S Permanent Global Note Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee will shall cancel the Regulation S Temporary Global Note. 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 shall will be issued initially in the form of the Regulation S Temporary Global Note, which shall will be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 Issuers and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) will be terminated upon the receipt by the Trustee of of: (A1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each 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 shall will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and ); and (B2) an Officer’s Certificate from Texas Genco LLC. Following the Issuerstermination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. 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 shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 Issuers and authenticated by the Trustee as hereinafter provided. (i) the termination of the applicable . The Restricted Period and (ii) shall be terminated upon the receipt by the Trustee of of: (A1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of 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 shall take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend), all as contemplated by Section 2.06(b) hereof) and ); and (B2) an Officer’s Certificate from Holdings. Following the Issuerstermination of the Restricted Period, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will shall cancel the Regulation S Temporary Global Note. 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.