Common use of Temporary Global Securities Clause in Contracts

Temporary Global Securities. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Temporary Global Security, which shall be deposited on behalf of the purchasers of the Notes represented thereby with, as applicable, the Trustee, at its Corporate Trust Office, as custodian for DTC, and registered in the name of DTC or its nominee or the Common Depositary, and registered in the name of the Common Depositary or its nominee, 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 shall terminate upon the receipt by the Trustee or the Common Depositary, as applicable, of (i) a written certificate from DTC, 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 Security (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 144A Global Security bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii)), and (ii) an Officers’ Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in a Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures. Simultaneously with the exchange of Regulation S Permanent Global Securities, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Securities. Notes Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a the Regulation S Temporary Global Security, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with, as applicable, with the Trustee, at its Corporate Trust Officeoffice, as custodian for DTC, and registered in the name of DTC or its nominee or the Common Depositary, and registered in the name of the Common Depositary or its nominee, 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 shall terminate be terminated upon the receipt by the Trustee or the Common Depositary, as applicable, of (i) a written certificate from DTCthe 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 Security (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 144A Global Security bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii)) hereof), and (ii) an Officers’ ' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in a the Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures. Simultaneously with the exchange authentication of Regulation S Permanent Global Securities, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global SecuritySecurity upon written order of the Company signed by an Officer. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary or its nominee, as the case may be, in connection with transfers of interest interests as hereinafter provided.

Temporary Global Securities. Notes Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a the Regulation S Temporary Global Security, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with, as applicable, with the Trustee, at its Corporate Trust Office, as custodian for The Depository Trust Company ("DTC") in New York, and registered in the name of DTC or its nominee or the Common DepositaryNew York, and registered in the name of the Common Depositary Depository or its nominee, the nominee of the Depository 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 shall terminate be terminated upon the receipt by the Trustee or the Common Depositary, as applicable, of (i) a written certificate from DTC, 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 at maturity of such the Regulation S Temporary Global Security (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 144A Global Security bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii)3.14(a)(ii) hereof), and (ii) an Officers’ ' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in a the Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures. Simultaneously with the exchange authentication of Regulation S Permanent Global Securities, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Securities. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a the Regulation S Temporary Global SecurityNote, which shall be deposited on behalf of the purchasers of the Notes represented thereby with, as applicable, with the Trustee, at its Corporate Trust OfficeNew York office, as custodian for DTC, and registered in the name of DTC or its nominee or the Common DepositaryDepository, and registered in the name of the Common Depositary Depository or its nominee, the nominee of the Depository 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 shall terminate upon the last to occur of (i) the 40th day of the Restricted Period and (ii) the receipt by the Trustee or the Common Depositary, as applicable, of (ia) a written certificate from DTC, 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 Security 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 144A Global Security Note or an IAI Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii)) hereof), and (iib) an Officers’ ' Certificate from the CompanyCompany stating that all conditions precedent to the issuance of the Regulation S Permanent Global Note have been satisfied. Following the termination of the Restricted Period, beneficial interests in a the Regulation S Temporary Global Security Note shall be exchanged for beneficial interests in Regulation S Permanent Global Securities Notes pursuant to the Applicable Procedures. Simultaneously with the exchange authentication of Regulation S Permanent Global SecuritiesNotes, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global SecurityNote. The aggregate principal amount of the Regulation S Temporary Global Security Note and the Regulation S Permanent Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Securities. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a the Regulation S Temporary Global SecurityNote, which shall be deposited on behalf of the purchasers of the Notes represented thereby with, as applicable, with the Trustee, at its Corporate Trust OfficeNew York office, as custodian for DTC, and registered in the name of DTC or its nominee or the Common DepositaryDepository, and registered in the name of the Common Depositary Depository or its nominee, the nominee of the Depository 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 shall terminate upon the last to occur of (i) the 40th day of the Restricted Period and (ii) the receipt by the Trustee or the Common Depositary, as applicable, of (ia) a written certificate from DTC, 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 Security 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 28 Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Security Note or an IAI Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii)) hereof), and (iib) an Officers’ ' Certificate from the CompanyCompany stating that all conditions precedent to the issuance of the Regulation S Permanent Global Note have been satisfied. Following the termination of the Restricted Period, beneficial interests in a the Regulation S Temporary Global Security Note shall be exchanged for beneficial interests in Regulation S Permanent Global Securities Notes pursuant to the Applicable Procedures. Simultaneously with the exchange authentication of Regulation S Permanent Global SecuritiesNotes, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global SecurityNote. The aggregate principal amount of the Regulation S Temporary Global Security Note and the Regulation S Permanent Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Securities. Notes Securities offered and sold in reliance on pursuant to Regulation S of the Securities Act shall be issued initially in the form of a Regulation S one Temporary Bearer Global Security and one Temporary Registered Global Security, the forms of which are set out in Exhibits C and D respectively. The Temporary Global Securities shall be deposited on behalf of the purchasers subscribers for the Securities represented thereby with The Chase Manhattan Bank, London branch, as common depositary (the "Common Depositary"), for credit to their respective accounts (or to such other accounts as they may direct) at XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE, as operator of the Notes represented thereby withEUROCLEAR CLEARANCE SYSTEM ("EUROCLEAR"), as applicableor CEDEL, BANK, SOCIETE ANONYME ("CEDEL"). On or before the Exchange Date, the Company shall deliver to the Trustee, at its Corporate Trust Office, as custodian for DTC, and registered in the name of DTC or its nominee designated agent, Bearer Definitive Securities and Regulation S Definitive Securities executed by the Company. On or after the Common DepositaryExchange Date, and registered in the name of Temporary Global Securities shall be surrendered by the Common Depositary or its nominee, 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 shall terminate upon the receipt by to the Trustee or the Common Depositaryits agent, as applicable, of (i) a written certificate from DTC, 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 Security (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 144A Global Security bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii)), and (ii) an Officers’ Certificate from the Company. Following the termination of the Restricted Period's agent for such purpose, beneficial interests to be exchanged, in a Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures. Simultaneously with the exchange of Regulation S Permanent Global Securities, the Trustee whole or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by adjustments made on in part, for Bearer Definitive Securities (in the records case of the Trustee Temporary Bearer Global Security) or Regulation S Definitive Securities (in the Common Depositary, as applicable, and case of the Depositary or its nomineeTemporary Registered Global Security), as the case may be, without charge to Holders, and the Trustee or the Paying Agent in Luxembourg or London or other Paying Agent outside the United States shall authenticate and deliver (at an office or agency outside the United States), in exchange for the Temporary Global Securities or the portions thereof to be exchanged, an equal aggregate principal amount of Bearer Definitive Securities or Regulation S Definitive Securities, as the case may be, as shall be specified by the beneficial owners thereof; PROVIDED, HOWEVER, that upon such presentation by the Common Depositary, the Temporary Global Securities are accompanied by certificates (the forms of which are referred to below) dated the Exchange Date or a subsequent date and signed by EUROCLEAR or CEDEL, as the case may be, as to the portions of the Temporary Global Securities held for their respective accounts then to be exchanged. The Company hereby appoints the Trustee and the Paying Agent in Luxembourg or London or their designated agents, as its agents outside the United States where Definitive Securities may be delivered in exchange for the Temporary Global Securities or portions thereof. Each beneficial owner of any portion of a Temporary Bearer Global Securities shall be entitled to take delivery of Bearer Definitive Securities and Regulation s Definitive Securities at such office. Notwithstanding any other provision hereof or of the Securities, no Bearer Definitive Security initially represented by the Temporary Bearer Global Security will be mailed to or otherwise delivered in connection with transfers its original issuance to any location within the United States. The Trustee agrees that it will cause the Paying Agent in London to retain each certificate provided by EUROCLEAR or CEDEL for a period of two calendar years following the year in which the certificate is received and not to destroy or otherwise dispose of any such certificate without first offering to deliver it to the Company. Each certificate to be provided by EUROCLEAR and CEDEL in respect of the Temporary Bearer Global Security shall be substantially in the form set forth in Exhibit C.1, which is hereby incorporated in and expressly made part of this Indenture, with such changes thereto as shall be approved by the Company and be satisfactory in form to the Trustee. Whenever any provision of this Indenture or the form of Temporary Bearer Global Security contemplates that certification be given by a beneficial owner of a portion of the Temporary Bearer Global Security, such certification shall be provided substantially in the form set forth in Exhibit C.2 hereto which is hereby incorporated in and expressly made part of this Indenture, with such changes thereto as shall be approved by the Company and the Managers and be satisfactory to the Managers. Each certificate to be provided by EUROCLEAR and CEDEL in respect of the Temporary Registered Global Security shall be substantially in the form set forth in Exhibit D.1, which is hereby incorporated in and expressly made part of this Indenture, with such changes thereto as shall be approved by the Company and be satisfactory in form to the Trustee. Whenever any provision of this Indenture or the form of Temporary Registered Global Security contemplates that certification be given by a beneficial owner of a portion of the Temporary Registered Global Security, such certification shall be provided substantially in the form set forth in Exhibit D.2, which is hereby incorporated in and expressly made part of this Indenture, with such changes as shall be approved by the Company and be satisfactory to the Managers. Upon any such exchange of a portion of the Temporary Global Securities for Bearer Definitive Securities or Regulation S Definitive Securities, as the case may be, such Temporary Global Security shall be endorsed to reflect the reduction of the principal amount evidenced thereby. Until so exchanged in full, the Temporary Global Securities shall in all respects be entitled to the same benefits under, and subject to the same terms and conditions of, this Indenture as Bearer Definitive Securities or Regulation S Definitive Securities, as the case may be, authenticated and delivered hereunder, except that none of EUROCLEAR, CEDEL or the beneficial owners of any Temporary Global Security shall be entitled to receive payment of interest as hereinafter providedor other payments thereon or to convert any Temporary Global Security, or any portion thereof, into Common Stock or any other security, cash or other property.

Temporary Global Securities. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a the Regulation S Temporary Global Security, which shall be deposited on behalf of the purchasers of the Notes represented thereby with, as applicable, with the Trustee, at its Corporate Trust Office, as custodian for DTC, and registered in the name of DTC or its nominee or the Common Depositary, and registered in the name of the Common Depositary or its nominee, 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 shall terminate upon the receipt by the Trustee or the Common Depositary, as applicable, of (i) a written certificate from DTCthe 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 Security (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 144A Global Security bearing a Private Placement Legend and an OID Legend, all as contemplated by Section 2.06(a)(ii)), and (ii) an Officers’ Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in a the Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures. Simultaneously with the exchange authentication of Regulation S Permanent Global Securities, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Securities. Notes Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a the Regulation S Temporary Global SecuritySecurity and bearing the Regulation S Temporary Global Security Legend, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with, as applicable, with the Trustee, at its Corporate Trust OfficeHouston, Texas office, as custodian for DTC, and registered in the name of DTC or its nominee or the Common Depositary, and registered in the name of the Common Depositary or its nominee, 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 Distribution Compliance Period shall terminate be terminated upon the receipt by the Trustee or the Common Depositary, as applicable, of (i) a written certificate from DTCthe Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States U.S. beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Security (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 144A Global Security bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii2.06(g)(i)), and (ii) an Officers’ ' Certificate from the Company. Following the termination of the Restricted Distribution Compliance Period, beneficial interests in a the Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures. Simultaneously with the exchange authentication of Regulation S Permanent Global Securities, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Securities. Notes Securities of a series offered and sold in reliance on Regulation S shall be issued initially in the form of a the Regulation S Temporary Global Security, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with, as applicable, with the Trustee, at its Corporate Trust Office, as custodian for DTC, and registered in the name of DTC or its nominee or the Common Depositary, and registered in the name of the Common Depositary or its nominee, 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 shall terminate upon the receipt by the Trustee or the Common Depositary, as applicable, of (i) a written certificate from DTCthe 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 Security (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 144A Global Security bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii)), and (ii) an Officers’ ' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in a the Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures. Simultaneously with the exchange authentication of Regulation S Permanent Global Securities, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Securities. Notes Securities offered and sold in reliance on Regulation S S, if any, shall be issued initially in the form of a the Regulation S Temporary Global SecuritySecurity and bearing the Regulation S Temporary Global Security Legend, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with, as applicable, with the Trustee, at its Corporate Trust Office, as custodian for DTC, and registered in the name of DTC or its nominee or the Common Depositary, and registered in the name of the Common Depositary or its nominee, 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 Distribution Compliance Period shall terminate be terminated upon the receipt by the Trustee or the Common Depositary, as applicable, of (i) a written certificate from DTCthe Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States U.S. beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Security (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 144A Global Security bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii2.06(g)(i)), and (ii) an Officers’ ' Certificate from the Company. Following the -7- termination of the Restricted Distribution Compliance Period, beneficial interests in a the Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures. Simultaneously with the exchange authentication of Regulation S Permanent Global Securities, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Securities. Notes Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a the Regulation S Temporary Global Security, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with, as applicable, with the Trustee, at its Corporate Trust OfficeNew York office, as custodian for DTC, and registered in the name of DTC or its nominee or the Common Depositary, and registered in the name of the Common Depositary or its nominee, 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 shall terminate be terminated upon the receipt by the Trustee or the Common Depositary, as applicable, of (i) a written certificate from DTCthe 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 Security (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 144A Global Security or an IAI Global Security bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii)2.6(b) hereof), and (ii) an Officers’ ' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in a the Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures. Simultaneously with the exchange authentication of Regulation S Permanent Global Securities, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.the

Temporary Global Securities. Notes Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a the Regulation S Temporary Global Security, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with, as applicable, with the Trustee, at its Corporate Trust OfficeNew York office, as custodian for DTC, and registered in the name of DTC or its nominee or the Common Depositary, and registered in the name of the Common Depositary or its nominee, the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamClearstream Banking, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall terminate be terminated upon the receipt by the Trustee or the Common Depositary, as applicable, of (i) a written certificate from DTCthe Depositary, together with copies of certificates from Euroclear and Clearstream Banking 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 Security (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 144A Global Security bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii)) hereof), and (ii) an Officers’ ' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in a the Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures. Simultaneously with the exchange authentication of Regulation S Permanent Global Securities, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by 27 27 adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Securities. Notes Securities offered and sold in reliance on Regulation S S, if any, shall be issued initially in the form of a the Regulation S Temporary Global SecuritySecurity and bearing the Regulation S Temporary Global Security Legend, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with, as applicable, with the Trustee, at its Corporate Trust Office, as custodian for DTC, and registered in the name of DTC or its nominee or the Common Depositary, and registered in the name of the Common Depositary or its nominee, 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 Distribution Compliance Period shall terminate be terminated upon the receipt by the Trustee or the Common Depositary, as applicable, of (i) a written certificate from DTCthe Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States U.S. beneficial ownership of 100% of the aggregate principal amount of such the Regulation S Temporary Global Security (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 144A Global Security bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii2.06(g)(i)), and (ii) an Officers’ ' Certificate from the Company. Following the termination of the Restricted Distribution Compliance Period, beneficial interests in a the Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures. Simultaneously with the exchange authentication of Regulation S Permanent Global Securities, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Temporary Global Securities. Notes Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a the Regulation S Temporary Global Security, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with, as applicable, with the Trustee, at its Corporate Trust Officeoffice, as custodian for DTC, and registered in the name of DTC or its nominee or the Common Depositary, and registered in the name of the Common Depositary or its nominee, the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamCedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Anything herein to the contrary notwithstanding, during the Restricted Period shall terminate upon beneficial interests in the receipt by the Trustee or the Common Depositary, as applicable, of (i) a written certificate from DTC, 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 Security (may only be held by or for the benefit of, or transferred to or for the benefit of, non-U.S. Persons in Offshore Transactions in accordance with Regulation S, except that such beneficial interests may be transferred to or held by 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 144A Global Security bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii)), and (ii) an Officers’ Certificate from the CompanyInitial Purchasers. Following the termination of the Restricted Period, beneficial interests in a the Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures; provided that the Trustee shall have received written certification from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-U.S. beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Security and an Officers' Certificate from the Company. Simultaneously with the exchange authentication of Regulation S Permanent Global Securities, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global SecuritySecurity upon written order of the Company signed by an Officer. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary or its nominee, as the case may be, in connection with transfers of interest interests as hereinafter provided.

Temporary Global Securities. Notes Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a the Regulation S Temporary Global Security, which shall be deposited on behalf of the purchasers of the Notes Securities represented thereby with, as applicable, with the Trustee, at its Corporate Trust OfficeNew York office, as custodian for DTC, and registered in the name of DTC or its nominee or the Common Depositary, and registered in the name of the Common Depositary or its nominee, 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 shall terminate be terminated upon the receipt by the Trustee or the Common Depositary, as applicable, of (i) a written certificate from DTCthe 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 Security (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 144A Global Security or an IAI Global Security bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii)2.6(b) hereof), and (ii) an Officers’ Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in a the Regulation S Temporary Global Security shall be exchanged for beneficial interests in Regulation S Permanent Global Securities pursuant to the Applicable Procedures. Simultaneously with the exchange authentication of Regulation S Permanent Global Securities, the Trustee or the Common Depositary, as applicable, shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Common Depositary, as applicable, and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.