Common use of Transfer and Exchange of Global Notes Clause in Contracts

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture and the procedures of the Depositary therefor. Notwithstanding any other provision in this Section 2.07Indenture, a no Global Note may be transferredtransferred to, or registered or exchanged for Notes registered in whole and not in partthe name of, only by any Person other than the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary for such Global Note or any nominee thereof, and no such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note transfer may not be exchanged for a Certificated Note registered, unless (i) the such Depositary (xA) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (yB) has ceased ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 daysAct, (ii) the Company delivers to the Trustee an Officers' Certificate stating that such Global Note shall be so transferable, registrable, and exchangeable, and such transfers shall be registrable, or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under evidenced by such Global Note. Notwithstanding any other provision in this Indenture Indenture, a Global Note to which the restriction set forth in the preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Notes registered only in the name or names of, such Person or Persons as the Depositary for such Global Note shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the namesdirected, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also no transfer thereof other than such a transfer may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereofregistered. Every Note authenticated and delivered upon registration of transfer of, or in exchange for, for or in lieu of, a Global Note or any portion thereofto which the restriction set forth in the first sentence of this paragraph shall apply, whether pursuant to this Section 2.07 2.6 or Section 2.08 or 2.11 hereofotherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note of the same series unless (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 days, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes and any Participant requests a Definitive Note in accordance with the Applicable Procedures (although Regulation S Temporary Global Notes at the Issuer’s election pursuant to this clause may not be exchanged for Definitive Notes other than pursuant to Rule 903(b)(3)(ii)(B) of Regulation S) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in clauses (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 120 days, (ii) the Issuer, at its option, notify the Trustee in writing that it elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and Notes, or (iv) the Trustee has received a written request by or on behalf of the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a “clearing agency agency” registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days, (ii) there shall have occurred and be continuing an Event of a Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at the Certificated NotesCompany’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S). Upon the occurrence of any of the preceding events in clauses (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.07 and 2.11 hereofSection 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06, Section 2.07 or Section 2.08 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in clauses (i), (ii) or (iii) above and pursuant to Section 2.07(cSections 2.06(c) hereofor (e). A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), Sections 2.06(b) and (c) or (h) hereof).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a another nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (iA) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary depositary is not appointed by the Company within 90 120 days, (iiB) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes Notes, or (iiiC) subject to the procedures of the DepositaryIssuer, the Companyin its sole discretion, at its option, notifies the Trustee in writing determines that the Company elects to cause the issuance of the Certificated all Global Notes should be exchanged for Definitive Notes. Upon the occurrence of any of the preceding events described in clauses (i), A) through (ii) or (iiiC) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (Depositary, in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clauses (i), (iiA) or (iiiB) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 120 days, (ii) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and Notes, or (iv) the Trustee has received a written request by or on behalf of the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased and the Issuer fails to be a clearing agency registered under the Exchange Act and, in either case, appoint a successor Depositary is not appointed by the Company within 90 daysdays of such notice, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Trustee has received a written request from the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note of the same series unless (iA) the Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 120 days, (iiB) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at the Issuers’ election pursuant to this clause may not be exchanged for Definitive Notes prior to (1) the expiration of the applicable Restricted Period and (2) the receipt of any certificate required pursuant to Rule 903(b)(3)(ii)(B)) or (C) upon the request of the Depositary if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in clauses (iA), (iiB) or (iiiC) above, Certificated Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (iA), (iiB) or (iiiC) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a “clearing agency agency” registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days, (ii) there shall have occurred and be continuing an Event of a Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at the Certificated NotesCompany’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S). Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.07 and 2.11 hereofSection 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(cSections 2.06(c) hereofor (e). A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), Sections 2.06(b) and (c) or (h) hereof).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07204, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note of the same series unless (i) the Depositary (x1) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y2) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company within 90 20 days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at the Certificated Company’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (1) the expiration of the applicable Restricted Period and (2) the receipt by the Company of any certificate or other evidence in a form reasonably acceptable to it as required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing a Default or Event of Default with respect to the Subordinated Notes. Upon the occurrence of any of the preceding events in clause (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereofArticle III of the Base Indenture. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.07 204 or Section 2.08 or 2.11 hereofArticle III of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in clause (i), (ii) or (iii) above and pursuant to Section 2.07(c204(c) hereof. A Global Note may not be exchanged for another Subordinated Note other than as provided in this Section 2.07(a204(a); provided, however, provided beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(bSections 204(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not Notes will be exchanged by the Company for a Certificated Note unless Definitive Notes, subject to any applicable laws, only (i) if the Company delivers to the Trustee notice from the Depositary that (xA) notifies the Company that it Depositary is unwilling or unable to continue to act as Depositary for such the Global Note Notes or (yB) has ceased to be the Depositary is no longer a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days, days after the date of such notice from the Depositary or (ii) if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositaryso requests. In any such case, the Company, at its option, notifies Company will notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of their interests in such Global Note, certificated Notes will be issued to each Person that such Participants, Indirect Participants and DTC jointly identify as being the beneficial owner of the related Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company elects for Definitive Notes prior to cause (A) the issuance expiration of the Certificated Notes. Upon Restricted Period with respect thereto and (B) the occurrence receipt by the Registrar of any of certificates required pursuant to Rule 903(b)(3)(ii)(B) under the preceding events in (i), (ii) or (iii) above, Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures)Securities Act. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.8 and 2.11 hereof2.11. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 2.7 or Section 2.08 Sections 2.8 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however2.7. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), paragraph (b) or (c) or (h) hereofbelow.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may be transferred, transferred in whole and not in part, part only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, DTC or by the Depositary or any such nominee to a successor Depositary of DTC or a nominee of such successor Depositaryits nominee. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company Is- xxxx that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 daysAct, (ii) in the case of a Global Note held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, (A) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or (B) announces an intention permanently to cease business or does in fact do so, (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (DTC has advised the Issuer that, in such event, under its current practices, DTC would notify Participants of the Issuer’s request, but will only withdraw beneficial interests from a Global Note at the request of each Participant), (iv) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iiiv) subject a request for Defini- tive Certificates has been made upon 60 days’ prior written notice given to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that accordance with the Company elects to cause Depositary’s customary procedures and a copy of such notice has been received by the issuance of Issuer from the Certificated NotesTrustee. Upon the occurrence of any of the preceding events in (i), ) – (ii) or (iiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names and denominations as the Depositary (in accordance with its customary procedures)) shall instruct the Trustee in accordance with the Applicable Procedures. Global Notes also may be exchanged ex- changed or replaced, in whole or in part, replaced as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered deliv- ered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), ) to (iiv) or (iii) above and pursuant to Section 2.07(c) hereofabove. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, howeverhow- ever, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Common Depositary to a nominee of the Common Depositary, by a nominee of the Common Depositary to the Common Depositary or to another nominee of the Depositary, Common Depositary or by the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary Clearing System (x) notifies the Company that it is unwilling or unable to continue as Depositary a Clearing System for such Global Note or and (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Clearing System is not appointed by the Company within 90 days120 days after the date of such notice from the Common Depositary, (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee and the Registrar; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) or (iii) there shall will have occurred and be continuing an a Default or Event of Default with respect to the Notes under this Indenture and the Common Depositary shall have requested requests the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary applicable Clearing System (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 hereof2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c2.06(c) hereofor (e). A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(bSections 2.06(b), (c) or and (h) hereofi).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 120 days, (ii) the Issuer, at its option, notifies the Trustee in writing that they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and Notes, or (iv) the Trustee has received a written request by or on behalf of the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Issuers for a Certificated Note unless Definitive Notes if (i) the Depositary (xA) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such the Global Note Notes or (yB) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, each case the Issuers fail to appoint a successor Depositary is not appointed within 90 days after the date of such notice from the Depositary; (ii) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes, subject to the procedures of the Depositary; provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company within 90 days, Issuers for Definitive Notes other than in accordance with Section 2.07(c)(ii); or (iiiii) there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered shall be issued in exchange for any such names as the Depositary shall instruct the Trustee. In addition, beneficial interests in a Global Note may be exchanged for Definitive Notes upon request of a Participant (for itself or on behalf of a beneficial interests therein will be registered in owner) by written notice given to the names, and issued in any approved denominations, requested Trustee by or on behalf of the Depositary (in accordance with its the customary procedures)procedures of the Depositary and in compliance with this Section 2.07. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events as provided in (i), (ii) or (iii) above and pursuant to this Section 2.07(c) hereof2.07. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), ) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarysuccessor. A beneficial interest in a Global Note may not shall be exchanged exchangeable for a Certificated Definitive Note unless if (iA) the Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such Global Note or Note, (yB) the Depositary has ceased to be a clearing agency registered under the Exchange Act and, in either caseeach case of (A) or (B) above, a successor Depositary is not appointed by the Company Issuers within 90 daysdays of such notice, or (iiC) in the case of any Global Note, there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture such Global Note and the Depositary shall have has requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Definitive Notes. Upon the occurrence of any of the preceding events in (iA), (iiB) or (iiiC) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (iiA) or (iiiB) above and pursuant to Section 2.07(c(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(d)(ii), (i) the Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 120 days, (ii) the Issuers, at their option, notify the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the applicable Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes Default, or (iiiiv) subject to the procedures Trustee has received a written request by or on behalf of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects Note Depositary to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(d) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(c), (cd) or (hg) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either each case, a successor Depositary is not appointed by the Company within 90 days120 days after the date of such notice from the Depositary, (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) or (iii) there shall will have occurred and be continuing an a Default or Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested requests the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 hereof2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c2.06(c) hereofor (e). A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(bSections 2.06(b), (c) or and (h) hereofi).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferredtransferred except, in whole and not in partas a whole, only by the applicable Depositary or the Common Depositary, as applicable, to a nominee of the applicable Depositary or the Common Depositary, as applicable, by a nominee of the applicable Depositary or the Common Depositary, as applicable, to the applicable Depositary or the Common Depositary, as applicable, or to another nominee of the applicable Depositary or the Common Depositary, as applicable, or by the applicable Depositary or the Common Depositary, as applicable, or any such nominee to a successor applicable Depositary or the Common Depositary, as applicable, or a nominee of such successor applicable Depositary or the Common Depositary, as applicable. A beneficial interest in a Global Note may not Notes shall be exchanged by the Issuer for a Certificated Note unless Definitive Notes, subject to any applicable laws, only (i) if the Issuer delivers to the Trustee written notice from the applicable Depositary (x) notifies or the Company Common Depositary, as applicable, that it the applicable Depositary or the Common Depositary, as applicable, is unwilling or unable to continue to act as Depositary or Common Depositary, as applicable, for such the Global Note Notes or (y) has ceased to be that is it is no longer a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor Depositary is not appointed by or the Company Common Depositary, as applicable, within 90 days120 days after the date of such notice from the applicable Depositary or the Common Depositary, as applicable; (ii) with respect to the Dollar Notes, the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Temporary Regulation S Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the applicable Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; (iii) if an Event of Default shall have occurred and is continuing with respect to the Notes and the applicable Depositary shall have requested in writing (or a beneficial owner shall have requested in writing delivered through the applicable Depositary) the issuance of Definitive Notes following such occurrence; or (iv) upon request of the Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the DepositaryNotes. In any such case, the Company, at its option, notifies Issuer shall notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of their interests in such Global Note, certificated Notes shall be issued to each Person that such Participants, Indirect Participants and the Company elects to cause applicable Depositary jointly identify as being the issuance beneficial owner of the Certificated related Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.7 and 2.11 hereof2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 2.6 or Section 2.08 2.7 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.6(a); provided, however. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.6(b) or (c) or (h) hereofbelow.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a "clearing agency agency" registered under the Exchange Act and, in either such case, a successor Depositary is not appointed by the Company Issuer within 90 days, (ii) there shall have occurred and be continuing an Event of a Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the CompanyIssuer, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at our election pursuant to this clause may not be exchanged for Definitive Notes prior to (a) the Certificated Notesexpiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S). Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.07 and 2.11 hereofSection 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c2.06(c) hereofor (e). A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) and (c) or (h) hereof).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 120 days, (ii) the Issuer, at its option and subject to the procedures of DTC, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt of any certificate required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iiiiv) subject to upon the procedures request of the Depositary, the Company, at its option, notifies the Trustee DTC in writing that the Company elects to cause the issuance of the Certificated Notesaccordance with customary DTC procedures. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Physical Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 120 days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Physical Notes, or (iii) upon request of the Trustee or Holders of a majority of the principal amount of outstanding Notes, if there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Physical Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Physical Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note of the same series unless (iA) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company within 90 days, (iiB) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes and any Participant requests a Definitive Note in accordance with the Applicable Procedures (although Regulation S Global Notes at the Company’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (1) the expiration of the applicable Restricted Period and (2) the completion of all applicable requirements under Rule 903(b)(2)) or (C) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in clause (iA), (iiB) or (iiiC) above, Certificated Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in clause (iA), (iiB) or (iiiC) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) hereof. Each Holder that is a transferor of a Security shall provide or (h) hereofcause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by to another nominee of the Depositary or to a successor Depositary or a nominee of the Depositary, such successor Depositary or by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor of the Depositary or a nominee of or such successor Depositarysuccessor. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 days, ; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes Notes, or (iii) subject to the procedures of the Depositary, the CompanyIssuer, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes; provided that in no event shall the Certificated NotesRegulation S Global Note be exchanged by the Issuer for Definite Notes prior to the expiration of the Restricted Period. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iiiii) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.07(c)(ii), (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company within 90 120 days, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Trustee has received a written request from the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 2.14 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section Sections 2.08 or 2.11 2.14 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged (or, in the case of clause (iii), exchangeable) by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary (xA) notifies the Company that it is unwilling or unable to continue as Depositary for such the Global Note Notes or (yB) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, each case the Company fails to appoint a successor Depositary is not appointed by within 120 days after the Company within 90 days, date of such notice from the Depositary; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes, subject to the Certificated procedures of the Depositary; provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in accordance with Section 2.06(c)(ii); or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i), ) or (ii) or or, upon the request of the Company in the case of (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.07 and 2.11 Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events as provided in (i), (ii) or (iii) above and pursuant to this Section 2.07(c) hereof2.06. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by to the Common Depositary to or a nominee of the Depositary, by a nominee of the Depositary to the Common Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (iA) the Common Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue to act as Depositary depositary for such Global Note and a successor depositary is not appointed within 120 days, (B) either Euroclear or (y) has ceased Clearstream notifies the Issuer that it is unwilling or unable to be continue to act as a clearing and settlement agency registered under the Exchange Act and, in either case, and a successor Depositary clearing agency is not appointed by the Company Issuer within 90 120 days, (iiC) there shall have occurred and be continuing if Euroclear or Clearstream so requests following an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes Default, or (iiiD) subject to the procedures of the DepositaryIssuer, the Companyin its sole discretion, at its option, notifies the Trustee in writing determines that the Company elects to cause the issuance of the Certificated all Global Notes should be exchanged for Definitive Notes. Upon the occurrence of any of the preceding events described in clauses (i), A) through (ii) or (iiiD) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of Euroclear and/or Clearstream, as applicable, or the Depositary (Issuer, in each case, in accordance with its their respective customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clauses (i), A) through (ii) or (iiiD) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except The Notes will be issued initially in the form of one or more global securities (the “Global Notes”), without interest coupons, registered in the name of The Depository Trust Company or such other Clearing Agency as otherwise set forth the Corporation may from time to time designate or its nominee. Unless and until they are exchanged for Notes in this Section 2.07definitive registered form as described below, a such Global Note Notes may be transferred, in whole and but not in part, only by to the Depositary to Clearing Agency or a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the DepositaryClearing Agency, or by the Depositary or any such nominee to a successor Depositary Clearing Agency selected or approved by the Corporation or to a nominee of such successor DepositaryClearing Agency. A beneficial interest in a Global Note may not be exchanged for a Certificated Note unless If at any time (i) the Depositary (x) Clearing Agency notifies the Company Corporation that it is unwilling or unable to continue as Depositary a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such Global Note or notification, (yii) has ceased the Clearing Agency at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Depositary is not Clearing Agency shall have been appointed by the Company within 90 daysdays after the Corporation’s becoming aware of the Clearing Agency’s ceasing to be so registered, (iiiii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes Notes, or (iiiiv) the Corporation, in its sole discretion, determines that the Global Notes shall be so exchangeable, the Corporation will execute, and, subject to the procedures Article II of the DepositaryOriginal Indenture, the CompanyTrustee, at its optionupon receipt of a written order therefor, notifies will authenticate and deliver the Trustee Notes in writing that definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Company elects to cause the issuance principal amount of the Certificated Global Notes in exchange for such Global Notes. Upon the occurrence of any exchange of the preceding events Global Notes for such Notes in (i)definitive registered form without coupons, (ii) or (iii) abovein authorized denominations, Certificated the Global Notes delivered shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for any the Global Note or beneficial interests therein will Notes shall be registered in such names and in such authorized denominations as the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereofClearing Agency, pursuant to this Section 2.07 instructions from its direct or Section 2.08 indirect participants or 2.11 hereofotherwise, shall be authenticated and delivered instruct the Trustee. The Trustee shall deliver such Notes to the Clearing Agency for delivery to the Persons in the form of, and shall be, a Global Note, except for Certificated whose names such Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (h) hereofare so registered.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may be transferred, transferred in whole and not in part, part only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, DTC or by the Depositary or any such nominee to a successor Depositary of DTC or a nominee of such successor Depositaryits nominee. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 daysAct, (ii) in the case of a Global Note held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, (A) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or (B) announces an intention permanently to cease business or does in fact do so, (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (DTC has advised the Issuer that, in such event, under its current practices, DTC would notify Participants of the Issuer’s request, but will only withdraw beneficial interests from a Global Note at the request of each Participant), (iv) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iiiv) subject a request for Definitive Certificates has been made upon 60 days’ prior written notice given to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that accordance with the Company elects to cause Depositary’s customary procedures and a copy of such notice has been received by the issuance of Issuer from the Certificated NotesTrustee. Upon the occurrence of any of the preceding events in (i), ) – (ii) or (iiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names and denominations as the Depositary (in accordance with its customary procedures)) shall instruct the Trustee in accordance with the Applicable Procedures. Global Notes also may be exchanged or replaced, in whole or in part, replaced as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), ) to (iiv) or (iii) above and pursuant to Section 2.07(c) hereofabove. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 120 days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the CompanyIssuer, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the Certificated Notesexpiration of the Restricted Period and (B) the receipt of any certificate required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing a Default or Event of Default or (iv) upon the request of DTC in accordance with customary DTC procedures. Upon the occurrence of any of the preceding events in (i)events, (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in clauses (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hd) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a "clearing agency agency" registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days, (ii) there shall have occurred and be continuing an Event of a Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at our election pursuant to this clause may not be exchanged for Definitive Notes prior to (a) the Certificated Notesexpiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S). Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.07 and 2.11 hereofSection 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(cSections 2.06(c) hereofor (e). A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), Sections 2.06(b) and (c) or (h) hereof).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee Transfer of the Depositary, Global Notes shall be by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures)delivery. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof2.11. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note Definitive Notes other than as provided in this Section 2.07(a) and in the Notes, subject to compliance with Section 2.07(c); provided, however, beneficial interests . Owners of Book-Entry Interests shall receive Definitive Notes: (i) in a Global Note may be transferred and exchanged as provided whole (but not in Section 2.07(bpart), if any of DTC, Euroclear or Clearstream is closed for business for a continuous period of 14 days (cother than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearance system satisfactory to the Trustee is available; (hii) hereofin part, if an Event of Default occurs and is continuing, upon the request delivered in writing to DTC, Euroclear and/or Clearstream, the Trustee, the Common Depositary or the Custodian; (iii) in whole (but not in part) at any time if the Company in its sole discretion determines that the Global Notes should be exchanged for Definitive Notes; or (iv) in whole (but not in part), if the Custodian or Common Depositary is at any time unwilling or unable to continue as Custodian or Common Depositary, as the case may be, and a successor Custodian or Common Depositary, as the case may be, is not appointed by the Company within 90 days. In such an event, the Registrar, subject to compliance with Section 2.07(c), shall issue Definitive Notes, registered in the name or names and issued in any approved denominations requested by or on behalf of DTC, Euroclear and/or Clearstream, as applicable (in accordance with their respective customary procedures and based upon directions received from participants reflecting the beneficial ownership of Book-Entry Interests), and bearing the Private Placement Legend unless that legend is not required by applicable law.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 120 days, (ii) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act or (iii) there shall have occurred and be continuing an Event of a Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note of the same series unless (iA) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 days, (iiB) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes and any Participant requests a Definitive Note in accordance with the Applicable Procedures (although Regulation S Temporary Global Notes at the Issuer’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (1) the expiration of the applicable Restricted Period and (2) the receipt of any certificate required pursuant to Rule 903(b)(3)(ii)(B)) or (C) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in clauses (iA), (iiB) or (iiiC) above, Certificated Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (iA), (iiB) or (iiiC) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a transfers of Global Note may Notes shall be transferredlimited to transfer in whole, in whole and but not in part, only by to the Depositary to a nominee of the Common Depositary, by a nominee its successors or their respective nominees. Interests of beneficial owners in the Depositary to Global Notes may be transferred or exchanged for Certificated Notes only in accordance with the Depositary or to another nominee provisions of this Indenture and the DepositaryApplicable Procedures. In addition, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not shall be exchanged exchangeable for a Certificated Note unless only if (i) the Depositary (x) Euroclear or Clearstream notifies the Company that it is unwilling or unable to continue as clearing agency, (ii) the Common Depositary notifies the Company that it is unwilling or unable to continue as common depositary for such Global Note and the Company fails to appoint a successor common depositary within 120 days of such notice, or (yiii) has ceased to be a clearing agency registered under in the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days, (ii) case of any Global Note there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes such Global Note or (iiiiv) subject to the procedures of the DepositaryApplicable Procedures, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) aboveIn all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Common Depositary (in accordance with its customary procedures)the Applicable Procedures. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 daysdays after the date of such notice from the Depositary, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of the Certificated Definitive Notes, provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903, (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes, or (iv) upon prior written notice given to the Trustee by or on behalf of the Depositary in accordance with this Indenture. Upon the occurrence of any of the preceding events in clauses (i), (ii), (iii) or (iii) aboveiv), Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures)) and will bear the applicable restricted legends required pursuant to Section 2.01 and this Section 2.06. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 hereof2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in clauses (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c) hereof2.06(c). A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a)2.06; provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (h) hereoff).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarysuccessor. A beneficial interest in a Global Note may not shall be exchanged exchangeable for a Certificated Definitive Note unless if (A) (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (yii) the Depositary has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 days120 days of such notice, (iiB) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes; provided that in no event shall a Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required under the provisions of Regulation S (including Rule 903(b)(3)(ii)(B) under the Securities Act) or (C) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have has requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Definitive Notes. Upon the occurrence of any of the preceding events in (iA), (iiB) or (iiiC) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary proceduresApplicable Procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 hereof2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (iA), (iiB) or (iiiC) above and pursuant to Section 2.07(c) hereof2.06(c). A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c2.06(b) or (h) hereofc).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may be transferred, transferred in whole and not in part, part only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, DTC or by the Depositary or any such nominee to a successor Depositary of DTC or a nominee of such successor Depositaryits nominee. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 daysAct, (ii) in the case of a Global Note held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, (A) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or (B) announces an intention permanently to cease business or does in fact do so, (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (DTC has advised the Issuer that, in such event, under its current practices, DTC would notify Participants of the Issuer's request, but will only withdraw beneficial interests from a Global Note at the request of each Participant), (iv) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iiiv) subject a request for Definitive Certificates has been made upon 60 days' prior written notice given to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that accordance with the Company elects to cause Depositary's customary procedures and a copy of such notice has been received by the issuance of Issuer from the Certificated NotesTrustee. Upon the occurrence of any of the preceding events in (i), ) – (ii) or (iiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names and denominations as the Depositary (in accordance with its customary procedures)) shall instruct the Trustee in accordance with the Applicable Procedures. Global Notes also may be exchanged or replaced, in whole or in part, replaced as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), ) to (iiv) or (iii) above and pursuant to Section 2.07(c) hereofabove. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may be transferred, transferred in whole and not in part, part only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, DTC or by the Depositary or any such nominee to a successor Depositary of DTC or a nominee of such successor Depositaryits nominee. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 daysAct, (ii) in the case of a Global Note held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, (A) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or (B) announces an intention permanently to cease business or does in fact do so, (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (DTC has advised the Issuer that, in such event, under its current practices, DTC would notify Participants of the Issuer’s request, but will only withdraw beneficial interests from a Global Note at the request of each Participant), (iv) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iiiv) subject a request for Definitive Certificates has been made upon 60 days’ prior written notice given to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that accordance with the Company elects to cause Depositary's customary procedures and a copy of such notice has been received by the issuance of Issuer from the Certificated NotesTrustee. Upon the occurrence of any of the preceding events in (i), ) – (ii) or (iiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names and denominations as the Depositary (in accordance with its customary procedures)) shall instruct the Trustee in accordance with the Applicable Procedures. Global Notes also may be exchanged or replaced, in whole or in part, replaced as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), ) to (iiv) or (iii) above and pursuant to Section 2.07(c) hereofabove. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 120 days, (ii) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903 (b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and Notes, or (iv) the Trustee has received a written request by or on behalf of the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary (xA) notifies the Company that it is unwilling or unable to continue as Depositary for such the Global Note Notes or (yB) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, each case the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days, days after the date of such notice from the Depositary; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes, subject to the Certificated procedures of the Depositary; provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in accordance with Section 2.07(c)(ii); or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered shall be issued in exchange for any such names as the Depositary shall instruct the Trustee. In addition, beneficial interests in a Global Note may be exchanged for Definitive Notes upon request of a Participant (for itself or on behalf of a beneficial interests therein will be registered in owner) by written notice given to the names, and issued in any approved denominations, requested Trustee by or on behalf of the Depositary (in accordance with its the customary procedures)procedures of the Depositary and in compliance with this Section 2.07. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events as provided in (i), (ii) or (iii) above and pursuant to this Section 2.07(c) hereof2.07. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may be transferred, in as a whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Certificated Note unless Definitive Notes only if (i) the Company delivers to the Trustee notice from the Depositary (x) notifies that the Company that it Depositary is unwilling or unable to continue to act as Depositary for such Global Note or (y) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 daysdays after the date of such notice from the Depositary, (ii) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Notes shall be so exchangeable, provided that the Company shall not deliver such a certificate under this clause (ii) absent the Company’s determination of a change in tax law that permits the Global Notes to be exchangeable for Definitive Notes without causing the Notes to be treated as unregistered for the purposes of Code Section 163(f), as provided by IRS Notice 2012-20 or any similar guidance issued under Code Section 163(f), (iii) there shall have has occurred and be is continuing an a Default or Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Definitive Notes or (iiiiv) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects at any time determines not to cause have the issuance of Notes represented by the Certificated Global Notes. Upon the occurrence of any of the preceding events in clauses (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 3.08 and 2.11 hereof3.11. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 3.07 or Section 2.08 3.08 or 2.11 hereof3.11, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a)3.07; provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b3.07 (b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged (or exchangeable, in the case of a Default or Event of Default covered by clause (iii) below) by the Issuer for a Certificated Note unless Definitive Notes if (i) the Depositary DTC (xA) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes and the Issuer fails to appoint a successor Depositary within 90 days after receiving such Global Note notice or that it (yB) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and the Issuer fails to appoint a successor Depositary is not appointed by the Company within 90 days, days after becoming aware of such condition; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the CompanyIssuer, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes; or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged 130} or replaced, in whole or in part, as provided in Sections 2.08 2.7 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 2.6 or Section 2.08 2.7 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c2.6(c) or (e) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.6(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.6(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 120 days, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and Notes, or (iv) the Trustee has received a written request by or on behalf of the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred except as a whole and (but not in part, only ) by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not Notes will be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Company delivers to the Trustee notice from the Depositary that (xA) notifies the Company that it Depositary is unwilling or unable to continue to act as Depositary for such the Global Note Notes or (yB) has ceased to be the Depositary is no longer a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 90 daysdays after the date of such notice from the Depositary, (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) upon request of the Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes; provided that in no event shall the Reg S Temporary Global Note be exchanged by the Company for Definitive Notes under this Indenture and prior to (A) the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures expiration of the Depositary, Distribution Compliance Period and (B) the Company, at its option, notifies receipt by the Trustee in writing that Registrar of any certificate identified by the Company elects and its counsel to cause be required pursuant to Rule 903 or Rule 904 under the issuance of the Certificated NotesSecurities Act. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.7 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 2.6 or Section 2.08 2.7 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.6(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.6(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Common Depositary to a nominee of the Depositary, Common Depositary or by a nominee of the Common Depositary to the Common Depositary or to another nominee of the Depositary, Common Depositary or by the Common Depositary or any such nominee to a successor Depositary common depositary or a nominee of such successor Depositarycommon depositary. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the provisions of this Indenture and the Applicable Procedures. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) Euroclear or Clearstream notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under and the Exchange Act and, in either case, Issuer fails to appoint a successor Depositary is not appointed by the Company clearing agency within 90 days, 120 days of such notice or (ii) in the case of any Global Note there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture such Global Note and the Depositary Euroclear and/or Clearstream shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Definitive Notes. Upon the occurrence of any of the preceding events in (i), ) or (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary proceduresApplicable Procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iiiii) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company within 90 120 days, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Trustee has received a written request from the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 120 days, (ii) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and Notes, or (iv) the T rustee has received a written request by or on behalf of the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (h) f hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not Notes will be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue to act as Depositary depositary for such the Global Note Notes and the Company thereupon fails to appoint a successor Depositary, or (y) has ceased to be a clearing agency registered under the Exchange Act and the Company fails to appoint a successor, and, in either case, a successor Depositary is not appointed by the Company within 90 daysdays after the date of such notice from the Depositary, (ii) there shall have occurred the Company in its sole discretion determines that the Global Notes should be exchanged for Definitive Notes and be continuing an Event of Default with respect delivers a written notice to such effect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes Trustee, or (iii) subject to the procedures there has occurred and is continuing a Default or Event of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated NotesDefault. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(aSections 2.06(a); provided, however2.07, 2.10 and 10.05 hereof, although beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c), (d) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by to the Depositary to a nominee of the Depositary, by a or another nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note of the same series unless (iA) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days, (iiB) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes and any Participant requests a Definitive Note in accordance with the Applicable Procedures (although Regulation S Global Notes at the Company’s election pursuant to this clause (B) may not be exchanged for Definitive Notes prior to (1) the expiration of the applicable Restricted Period and (2) the completion of all applicable requirements under Rule 903(b)(2) under the Securities Act) or (C) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have a Holder has requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notessuch exchange. Upon the occurrence of any of the preceding events in clause (iA), (iiB) or (iiiC) above, Certificated Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, thereof pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 hereof, 2.10 hereof shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in clause (iA), (iiB) or (iiiC) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c2.06(b) or (h2.06(c) hereof. Each Holder that is a transferor of a Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including any cost basis reporting obligations under Section 6045 of the Internal Revenue Code of 1986, as amended, in which case the Trustee may rely on such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary DTC (xA) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 90 days after receiving such Global Note notice or (yB) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, each case the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days, days after becoming aware of such condition; or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part); provided that in no event shall the Certificated NotesLegended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in accordance with Section 2.07(c)(ii). Upon the occurrence of any of the preceding events in (i), ) or (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not Notes will be exchanged by the Company for a Certificated Note unless Definitive Notes, subject to any applicable laws, only if (i) the Depositary (x) notifies the Company that it (A) the Depositary is unwilling or unable to continue to act as Depositary for such the Global Note Notes or (yB) has ceased to be the Depositary is no longer registered as a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 90 daysdays after the date of such notice from the Depositary, (ii) upon request of the Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to if the procedures of the Depositary, the Company, Company at its option, option notifies the Trustee in writing that the Company it elects to cause the issuance of the Certificated Notes. Upon the occurrence of Definitive Notes and any of the preceding events in (i), (ii) or (iii) above, Certificated Notes delivered in exchange for any Global Participant requests a Definitive Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures)applicable procedures of DTC. In any such case, the Company will notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of their interests in such Global Note, Definitive Notes will be issued to each Person that such Participants, Indirect Participants and DTC, as applicable, jointly identify as being the beneficial owner of the related Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.7 and 2.11 hereof2.10. Every Except in the case of exchanges of beneficial interests in Global Notes for Definitive Notes and transfers of beneficial interests in Global Notes to Person who takes delivery thereof in the form of Definitive Notes, in each case as contemplated and permitted by this Section 2.6, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 2.6 or Section 2.08 2.7 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however2.6. However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), paragraph (b) or (c) or (h) hereofbelow.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.073.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased and the Company fails to be a clearing agency registered under the Exchange Act and, in either case, appoint a successor Depositary is not appointed by the Company within 90 days, days of such notice from the Depositary or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated NotesRegistrar has received a written request from a beneficial owner delivered through DTC. Upon the occurrence of any of the preceding events in (i), ) or (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 3.07 and 2.11 hereof3.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 3.06, Section 3.07 or Section 2.08 or 2.11 hereof3.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iiiii) above and pursuant to Section 2.07(c3.06(c) hereofor (e). A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a3.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), Sections 3.06(b) and (c) or (h) hereof).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, transferred in whole and not in part, part only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, a successor Depositary is not appointed by the Company within 90 120 days, (ii) in the case of a Global Note held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, (A) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or (B) announces an intention permanently to cease business or does in fact do so, (iii) the Company is required by law to exchange Global Notes for Definitive Notes and the Company delivers a written notice to the Trustee to such effect, (iv) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iiiv) subject a request for certificates has been made upon 60 days' prior written notice given to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that accordance with the Depositary's customary procedures and a copy of such notice has been received by the Company elects to cause from the issuance of the Certificated NotesTrustee. Upon the occurrence of any of the preceding events in (i), ) to (ii) or (iiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests interest therein will be registered in the names, and shall be issued in any approved denominations, requested by or on behalf of such denominations as the Depositary (in accordance with its customary procedures)) shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), ) to (ii) or (iiiv) above and or pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed ap- pointed by the Company within 90 daysdays after the date of such notice from the Depositary, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of the Certificated Definitive Notes, provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903, (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes, or (iv) upon prior written notice given to the Trustee by or on behalf of the Depositary in accordance with this Indenture. Upon the occurrence of any of the preceding events in clauses (i), (ii), (iii) or (iii) aboveiv), Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures)) and will bear the applicable restricted legends required pursuant to Section 2.01 hereof and this Section 2.06. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in clauses (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a)2.06; provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note of the same series unless (iA) the Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days, days or (iiB) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in clauses (i), (iiA) or (iiiB) above, Certificated Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.07 and 2.11 hereofSection 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (iiA) or (iiiB) above and pursuant to Section 2.07(c2.06(b)(ii)(B) and (c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), Sections 2.06(b) or (c) hereof. The transferor shall also provide or (h) hereofcause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. A beneficial interest in a All Global Note may not Notes will be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary (x) notifies Company delivers to the Company Trustee notice from the Depository that it is unwilling or unable to continue to act as Depositary for such Global Note Depository or (y) has ceased that it ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary Depository is not appointed by the Company within 90 daysdays after the date of such notice from the Depository or of such cessation, (ii) there shall have occurred the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and be continuing delivers a written notice to such effect to the Trustee or (iii) an Event of Default with respect to the Notes under this Indenture has occurred or is continuing and the Depositary shall have requested Registrar has received a request from the issuance of Certificated Notes or (iii) subject Depository to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events in clauses (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)Depository shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.09 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary (who shall initially be DTC) to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary (xA) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 90 days after receiving such Global Note notice or (yB) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days, days after becoming aware of such condition; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part); provided that in no event shall the Certificated NotesLegended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in accordance with Section 3.03(c) (ii); or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the 2021 Notes and DTC requests such exchange. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 304 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any 306 of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereofIndenture. A Global Note may not be exchanged for another 2021 Note other than as provided in this Section 2.07(a3.03(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b3.03(b), (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note of the same series unless (iA) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 days, days or (iiB) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in clauses (i), (iiA) or (iiiB) above, Certificated Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.07 and 2.11 hereofSection 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (iiA) or (iiiB) above and pursuant to Section 2.07(c2.06(b)(ii)(B) and (c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), Sections 2.06(b) or (c) hereof. The transferor shall also provide or (h) hereofcause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless and, if applicable, subject to the limitation on transfer of Definitive Notes set forth in Section 2.06(c) (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 120 days, (ii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of Definitive Notes or (iii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Definitive Notes. In connection with any proposed transfer of Global Notes or (iii) subject in exchange for Definitive Notes, there shall be provided to the procedures Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Depositary, Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance accuracy of the Certificated Notessuch information. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) aboveof this Section 2.06(a), Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 hereof2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above of this Section 2.06(a) and pursuant to Section 2.07(c2.06(b)(ii)(B) hereofand Section 2.06(c). A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c2.06(b) or (h) hereofc).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary (who shall initially be DTC) to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary (xA) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 90 days after receiving such Global Note notice or (yB) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days, days after becoming aware of such condition; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part); provided that in no event shall the Certificated NotesLegended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in accordance with Section 3.03(c) (ii); or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the 2024 Notes and DTC requests such exchange. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 304 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any 306 of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereofIndenture. A Global Note may not be exchanged for another 2024 Note other than as provided in this Section 2.07(a3.03(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b3.03(b), (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary (who shall initially be DTC) to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary (xA) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 90 days after receiving such Global Note notice or (yB) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days, days after becoming aware of such condition; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part); provided that in no event shall the Certificated NotesLegended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in accordance with Section 3.03(c)(ii); or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the 2028 Guaranteed Notes and DTC requests such exchange. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 304 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any 306 of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereofIndenture. A Global Note may not be exchanged for another 2028 Guaranteed Note other than as provided in this Section 2.07(a3.03(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 3.03(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a The Company shall exchange Global Note may not Notes for Definitive Notes if: (1) required by applicable law; (2) the Book-Entry System ceases to exist; (3) the Company determines, at its option, that the Global Notes shall be exchanged for Definitive Notes (including, without limitation, in circumstances where the Company considers it impracticable or inefficient to effect any distribution or conversion in respect of the Notes through the facilities of the Depositary) and delivers a Certificated Note unless written notice to such effect to the Trustee, (i4) the Company or the Depositary (x) notifies advises the Company Trustee that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 daysno longer willing, (ii) there shall have occurred and be continuing an Event of Default able or qualified to properly discharge its responsibilities as depositary with respect to the Notes under this Indenture and the Depositary shall have requested Company or the issuance of Certificated Notes Trustee is unable to locate a qualified successor, or (iii5) subject to after the procedures occurrence of the Depositaryan Event of Default, the Company, at its option, Depositary notifies the Trustee that it has received written notification from Participants, acting on behalf of Indirect Participants representing, in writing the aggregate, in excess of 50% of aggregate principal amount of beneficial ownership interests in the Global Notes, that it is no longer in their best interest that the Company elects to cause Global Notes be held by the issuance of the Certificated NotesDepositary. Upon the occurrence of any of the preceding events in clauses (i1), (ii2), (3), (4) or (iii5) above, Certificated Notes delivered in exchange the Trustee shall notify the Depositary, for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of Participants and Indirect Participants, of the termination of the Book-Entry System and that the Notes will be represented by Definitive Notes, and Definitive Notes shall be issued in denominations of $1,000 or integral multiples thereof and registered and in such names as the Depositary (shall instruct the Trustee in accordance with its customary procedures)writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 120 days, (ii) the Issuers, at their option, notify the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and Notes, or (iv) the Trustee has received a written request by or on behalf of the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred except as a whole and not in part, only by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. A beneficial interest in a All Global Note may not Notes will be exchanged by the Company for a Certificated Note unless Definitive Notes (i) if the Depositary (x) Depository notifies the Company that it is unwilling or unable to continue as Depositary depositary for such the Global Note or (y) has ceased Notes and the Depository fails to be a clearing agency registered under the Exchange Act and, in either case, appoint a successor Depositary is not appointed by the Company depository within 90 daysninety (90) days of such notice, (ii) if the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes or (iii) at the request of the Holders of a majority of the aggregate principal amount of the outstanding Notes if there shall have occurred and be continuing an Event of Default with respect to the Notes; PROVIDED, that in no event shall the Temporary Reg S Global Notes under this Indenture and be exchanged for Definitive Notes prior to (x) the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures expiration of the Depositary, Distribution Compliance Period and (y) the Company, at its option, notifies receipt by the Trustee in writing that Registrar of any certificate identified by the Company elects and its counsel to cause be required pursuant to Rule 903 or Rule 904 under the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures)Securities Act. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 SECTIONS 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section SECTION 2.14 or SECTION 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(aSECTION 2.14(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(bSECTION 2.14(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by to the Common Depositary to or a nominee of the Depositary, by a nominee of the Depositary to the Common Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (iA) the Common Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary depositary for such Global Note and a successor depositary is not appointed within 120 days, (B) either Euroclear or (y) has ceased Clearstream notifies the Issuers that it is unwilling or unable to be continue to act as a clearing and settlement agency registered under the Exchange Act and, in either case, and a successor Depositary clearing agency is not appointed by the Company Issuers within 90 120 days, (iiC) there shall have occurred and be continuing if Euroclear or Clearstream so requests following an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes Default, or (iiiD) subject to the procedures of the DepositaryIssuers, the Companyin their sole discretion, at its option, notifies the Trustee in writing determines that the Company elects to cause the issuance of the Certificated all Global Notes should be exchanged for Definitive Notes. Upon the occurrence of any of the preceding events described in clauses (i), A) through (ii) or (iiiD) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of Euroclear and/or Clearstream, as applicable, or the Depositary (Issuers, in each case, in accordance with its their respective customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clauses (i), A) through (ii) or (iiiD) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 days, (ii) the Issuers in their sole discretion determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act or (iii) there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), ) or (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iiiii) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(bSections 2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Certificated Note unless Definitive Notes if (i1) the Company delivers to the Trustee notice from the Depositary (x) notifies the Company that it is unwilling or unable to continue to act as Depositary for such Global Note or (y) the Company becomes aware that DTC has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days, 120 days after the date of such notice from the Depositary or the date the Company becomes aware of such circumstance; (ii2) the Company at its option notifies the Trustee in writing that it elects to exchange the Global Notes (in whole but not in part) for Definitive Notes; or (3) there shall have occurred and be continuing an a Default or Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in clause (i1), (ii2) or (iii3) immediately above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this the applicable provisions of Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section subsection 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section subsection 2.07(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note of the same series unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company within 90 days, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes and any Participant requests a Definitive Note in accordance with the Applicable Procedures (although Regulation S Global Notes at the Company’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the completion of all applicable requirements under Rule 903(b)(2)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in clause (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in clause (i), (ii) or (iii) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) hereof. Each Holder that is a transferor of a Security shall provide or (h) hereofcause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Notes will be exchanged by the Company for Definitive Notes (which, until no longer required pursuant to Section 2.06 hereof, shall bear the Restricted Legend or Resale Legend, as the case may be, upon exchange of the Restricted Global Note may but not be exchanged for a Certificated Note unless otherwise) if (i) the Company delivers to the Trustee notice from the Depositary (x) notifies the Company that it is unwilling or unable to continue to act as Depositary for such Global Note or (y) has ceased to be that it is no longer a clearing agency registered under the Exchange Act or an Event of Default has occurred and, in either any such case, a successor Depositary is not appointed by the Company within 90 days, 120 days after the date of such notice from the Depositary or (ii) there shall have occurred the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and be continuing an Event of Default with respect delivers a written notice to such effect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated NotesTrustee. Upon the occurrence of any either of the preceding events in (i), ) or (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names and denominations as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hd) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 120 days, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and Notes, or (iv) the Trustee has received a written request by or on behalf of the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary DTC (xA) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 90 days after receiving such Global Note notice or that it (yB) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days, days after becoming aware of such condition; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes; provided that in no event shall the Certificated NotesLegended Regulation S Global Note be exchanged by the Company for Definitive Notes prior to the expiration of the Restricted Period; or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes and the Depositary shall notify the Company that because of such Default or Event of Default it is exercising its right to exchange the Global Notes for Restricted Definitive Notes and to distribute such Restricted Definitive Notes to its Participants. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), ) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, transferred in whole and not in part, part only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, a successor Depositary is not appointed by the Company within 90 120 days, (ii) in the case of a Global Note held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, (A) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or (B) announces an intention permanently to cease business or does in fact do so, (iii) the Company is required by law to exchange Global Notes for Definitive Notes and the Company delivers a written notice to the Trustee to such effect, (iv) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iiiv) subject a request for certificates has been made upon 60 days' prior written notice given to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that accordance with the Depositary's customary procedures and a copy of such notice has been received by the Company elects to cause from the issuance of the Certificated NotesTrustee. Upon the occurrence of any of the preceding events in (i), ) to (ii) or (iiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests interest therein will be registered in the names, and shall be issued in any approved denominations, requested by or on behalf of such denominations as the Depositary (in accordance with its customary procedures)) shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), ) to (ii) or (iiiv) above and or pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a The Company shall exchange Global Note may not Notes for Definitive Notes if: (1) required by applicable law; (2) the Book-Entry System ceases to exist; (3) the Company determines, at its option, that the Global Notes shall be exchanged for Definitive Notes (including, without limitation, in circumstances where the Company considers it impracticable or inefficient to effect any distribution or conversion in respect of the Notes through the facilities of the Depositary) and delivers a Certificated Note unless written notice to such effect to the Trustee, (i4) the Company or the Depositary (x) notifies advises the Company Trustee that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 daysno longer willing, (ii) there shall have occurred and be continuing an Event of Default able or qualified to properly discharge its responsibilities as depositary with respect to the Notes under this Indenture and the Company or the Trustee is unable to locate a qualified successor, (5) after the occurrence of an Event of Default, the Depositary shall have requested notifies the issuance Trustee that it has received written notification from Participants, acting on behalf of Certificated Indirect Participants representing, in the aggregate, in excess of 50% of aggregate principal amount of beneficial ownership interests in the Global Notes, that it is no longer in their best interest that the Global Notes or (iii) subject to the procedures of be held by the Depositary, or (6) the Company, at its option, notifies the Trustee in writing that the Company elects Depositary ceases to cause the issuance of the Certificated Notesbe a recognized clearing agency under applicable Canadian provincial securities laws or otherwise ceases to be eligible to act as a depository and a successor is not appointed. Upon the occurrence of any of the preceding events in clauses (i1), (ii2), (3), (4), (5) or (iii6) above, Certificated Notes delivered in exchange the Trustee shall notify the Depositary, for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of Participants and Indirect Participants, of the termination of the Book-Entry System and that the Notes will be represented by Definitive Notes, and Definitive Notes shall be issued in denominations of $1,000 or integral multiples of $1,000 in excess thereof and registered and in such names as the Depositary (shall instruct the Trustee in accordance with its customary procedures)writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.. ​

Transfer and Exchange of Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Except as otherwise set forth in this Section 2.07310, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Common Depositary (x) notifies the Company Issuers in writing that it is unwilling or unable to continue as Common Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and a successor Common Depositary is not appointed by the Company Issuers within 90 days, days or (ii) there shall have occurred and be continuing either Euroclear or Clearstream, or a successor clearing system is closed for business for a continuous period of fourteen days (other than by reason of holidays, statutory or otherwise) or announces an Event of Default with respect intention to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes permanently cease business or does in fact do so, or (iii) subject to the procedures any of the Depositary, Notes has become immediately due and payable in accordance with Section 501 and the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated NotesIssuers have received a written request from a Holder. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary proceduresApplicable Procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 304 and 2.11 hereof305. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 310 or Section 2.08 304 or 2.11 hereof305, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iiiii) above and pursuant to Section 2.07(c) hereof310(c). A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a310(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c310(b) or (h) hereofc).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary (xA) notifies the Company that it is unwilling or unable to continue as Depositary for such the Global Note Notes or (yB) has ceased to be a clearing agency registered under the Exchange Act andAct, and in either case, each case the Company fails to appoint a successor Depositary is not appointed by within 120 days after the Company within 90 days, date of such notice from the Depositary; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes, subject to the Certificated procedures of the Depositary; provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in accordance with ; or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events as provided in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereofthis . A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 120 days, (ii) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and Notes, or (iv) the Trustee has received a written request by or on behalf of the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary proceduresApplicable Procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a “clearing agency agency” registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days, (ii) there shall have occurred and be continuing an Event of a Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes at the Certificated NotesCompany’s election pursuant to this clause may not be exchanged for Definitive Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S). Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 Section 2.07 and 2.11 hereofSection 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(cSections 2.06(c) hereofor (e). A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), Sections 2.06(b) and (c). (b) or (h) hereof.Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes will be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue to act as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and a successor Depositary is not appointed by the Company within 90 days120 days after the date of such notice from the Depositary or that the Depositary is no longer a clearing agency registered under the Exchange Act, (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) there shall have occurred and be continuing a Default or an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered shall be issued in exchange for any such names as the Depositary shall instruct the Trustee in accordance with its customary procedures. In addition, beneficial interests in a Global Note or beneficial interests therein will may be registered in exchanged for Definitive Notes upon prior written notice given to the names, and issued in any approved denominations, requested Trustee by or on behalf of the Depositary (in accordance with its customary procedures)this Indenture. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.06 and 2.11 2.07 hereof. Every Except as otherwise provided in this Section 2.06(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global NoteNote and owners of interests in Global Notes will not have Notes registered in their names, except will not receive physical delivery of Definitive Notes and will not be considered the registered owners or Holders thereof under this Indenture for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereofpurpose. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (h) hereof2.06.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 120 days, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Trustee has received a written request from the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii) or (iii) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Physical Note unless (i1) the Depositary (xA) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (yB) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 120 days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii2) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Physical Notes, or (3) upon request of the Trustee or Holders of a majority of the principal amount of outstanding Notes, if there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Certificated Physical Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Physical Notes issued subsequent to any of the preceding events in (i1), (ii2) or (iii3) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository in accordance with this Indenture (including the restrictions on transfer set forth in this Section 2.07, a Global Note may be transferred, in whole herein) and not in part, only the procedures of the Depository therefor. Upon receipt by the Depositary to a nominee Registrar or Co-Registrar of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositarywritten instructions, or by such other instruction as is customary for the Depositary Depository, from the Depository or any such nominee to a successor Depositary or a nominee its nominee, requesting the registration of such successor Depositary. A beneficial transfer of an interest in a QIB Global Note, an IAI Global Note or a Regulation S Global Note, as the case may be, to another type of Global Note, together with the applicable Global Notes (or, if the applicable type of Global Note required to represent the interest as requested to be transferred is not then outstanding, only the Global Note representing the interest being transferred), the Registrar or Co-Registrar shall cause, or direct the Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Registrar or Co-Registrar, the principal amount of Notes represented by the applicable Global Notes involved in such transfer or exchange to be exchanged adjusted accordingly to reflect the applicable increase and decrease of the principal amount of Notes represented by such types of Global Notes, giving effect to such transfer. If the applicable type of Global Note required to represent the interest as requested to be transferred is not outstanding at the time of such request, the Company shall issue and the Trustee shall, upon written instructions from the Company in accordance with Section 2.02, authenticate a new Global Note of such type in principal amount equal to the principal amount of the interest requested to be transferred. Any such transfer or exchange of Global Notes or beneficial interests therein shall be effected through the Depository in accordance with this Indenture (including the restrictions on transfer as contemplated herein) and the procedure of the Depository therefor. Unless otherwise agreed to by the Company, any request for the registration of the transfer of an interest in a Certificated QIB Global Note, an IAI Global Note unless or a Regulation S Global Note to another type of Global Note must be accompanied by a certificate from the transferor, substantially in the form of Exhibit G hereto, that the transferee is either (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, Qualified Institutional Buyer in either case, a successor Depositary is not appointed by the Company within 90 daysaccordance with Rule 144A, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes Institutional Accredited Investor, or (iii) subject to relying on Regulation S, and in the procedures case of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (iii), (ii) or (iii) above, Certificated Notes delivered in exchange a Transferee Certificate for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered Institutional Accredited Investors substantially in the form ofof Exhibit D hereto and, and shall bein the case of (iii), a Global Note, except Transferee Certificate for Certificated Notes issued subsequent Regulation S Transfers substantially in the form of Exhibit E hereto and in each case an Opinion of Counsel reasonably satisfactory to any of the preceding events Company to the effect that such transfer is in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (h) hereofcompliance with the Securities Act.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary (who shall initially be DTC) to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary (xA) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 90 days after receiving such Global Note notice or (yB) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days, days after becoming aware of such condition; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part); provided that in no event shall the Certificated NotesLegended Regulation S Global Note be exchanged by the Company for Definitive Notes other than in accordance with Section 3.03(c) (ii); or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the 2023 Notes and DTC requests such exchange. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 304 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any 306 of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereofIndenture. A Global Note may not be exchanged for another 2023 Note other than as provided in this Section 2.07(a3.03(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b3.03(b), (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 120 days, (ii) the Issuer, at its option, notifies the Trustee in writing that they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and Notes, or (iv) the Trustee has received a written request by or on behalf of the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), 2.06(b) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(d)(ii), (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 120 days, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and Notes, or (iv) the Trustee has received a written request by or on behalf of the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(d) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(c), (cd) or (hg) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred except as a whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary (xA) notifies the Company that it is unwilling or unable to continue to act as Depositary for such the Global Note Notes or (yB) has ceased to be a clearing agency registered under the Exchange Act and, Act; and in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 90 days, days after becoming aware of such condition; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part); provided that in no event shall the Certificated Legended Regulation S Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Regulation S under the Securities Act; or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes and the Depositary requests Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Except as otherwise provided above in this Section 2.07(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not Notes will be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue to act as Depositary depositary for such the Global Note Notes and the Company thereupon fails to appoint a successor Depositary, or (y) has ceased to be a clearing agency registered under the Exchange Act and the Company fails to appoint a successor, and, in either case, a successor Depositary is not appointed by the Company within 90 daysdays after the date of such notice from the Depositary, (ii) there shall have occurred the Company in its sole discretion determines that the Global Notes should be exchanged for Definitive Notes and be continuing an Event of Default with respect delivers a written notice to such effect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes Trustee, or (iii) subject to the procedures there has occurred and is continuing a Default or Event of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated NotesDefault. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(aSections 2.06(a); provided, however2.07, 2.10 and 9.05 hereof, although beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c), (d) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Physical Note unless (i1) the Depositary (xA) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (yB) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 120 days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii2) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Physical Notes, or (3) upon request of the Trustee or Holders of a majority of the principal amount of outstanding Notes, if there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i1), (ii2) or (iii3) above, Certificated Physical Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Physical Notes issued subsequent to any of the preceding events in (i1), (ii2) or (iii3) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), ) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note Notes may not be exchanged for a Certificated Note unless Definitive Notes only if (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary depositary for such the Global Note Notes and the Company thereupon fails to appoint a successor depositary within 90 days or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 daysAct, (ii) the Company, in its sole discretion, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) there shall have occurred and be continuing a Default or an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated (x) the Company shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver, Definitive Notes delivered in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for any such Global Note or beneficial interests therein will Notes, and (y) Definitive Notes shall be registered issued in the names, such names and issued in any approved denominations, requested by or on behalf of denominations as the Depositary (shall instruct the Trustee. At such time as all beneficial interests in Global Notes have been exchanged for Definitive Notes pursuant to this Section 2.06(a), redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with its customary procedures)Section 2.11 hereof. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) 2.10 hereof. A Global Note may not be exchanged for another Note other than except as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (h) hereof.;

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. A beneficial interest in a All Global Note may not Notes shall be exchanged by the Company for a Certificated Note unless Definitive Notes if (i) the Depositary DTC (xA) notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Global Notes and the Company fails to appoint a successor Depository within 90 days after receiving such Global Note notice or (yB) has ceased to be a clearing agency registered under the Exchange Act and, in either case, and the Company fails to appoint a successor Depositary is not appointed by the Company Depository within 90 days, days after becoming aware of such condition; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company it elects to cause the issuance of Definitive Notes; or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (Depository shall instruct the Trustee in accordance with its customary procedures)writing. Global Notes also may be exchanged or replaced, in whole or but not in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), ) or (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 daysAct, (ii) in the case of a Global Note held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, (A) is closed for business for a continuous period of 14 days (other than by reason of statutory or other holidays) or (B) announces an intention permanently to cease business or does in fact do so, (iii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iiiiv) subject a request for certificates has been made upon 60 days' prior written notice given to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that accordance with DTC's customary procedures and a copy of such notice has been received by the Company elects from the Trustee; provided that in no event shall the Temporary Regulation S Global Note be exchanged by the Company for Definitive Notes prior to cause (x) the issuance expiration of the Certificated NotesRestricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon the occurrence of any of the preceding events in (i), ) - (ii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (in accordance with its customary procedures)shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the applicable Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarysuccessor. A beneficial interest in a Global Note may not shall be exchanged exchangeable for a Certificated Definitive Note unless of the same series if (iA) in the case of a Dollar Denominated Global Note, the Dollar Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 120 days, (iiB) in the case of a Euro Denominated Global Note, (x) Euroclear or Clearstream notifies the Issuers that it is unwilling or unable to continue as clearing agency or (y) the Common Depositary notifies the Issuers that it is unwilling or unable to continue as common depositary for such Euro Denominated Global Note, and, in either case, a successor Depositary is not appointed by the Issuers within 120 days or (C) in the case of any Global Note, there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notessuch Global Note. Upon the occurrence of any of the preceding events in (i), (iiA) or (iiiB) above, Certificated Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the applicable Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events in (i), (iiA) or (iiiB) above and pursuant to Section 2.07(c2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.

Transfer and Exchange of Global Notes. Except Global Notes may not be transferred as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not in part, only except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note Notes may not be exchanged for a Certificated Note unless Definitive Notes only if (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary depositary for such the Global Note Notes and the Company thereupon fails to appoint a successor depositary within 90 days or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 daysAct, (ii) the Company, in its sole discretion, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) there shall have occurred and be continuing a Default or an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated (x) the Company shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver, Definitive Notes delivered in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for any such Global Note or beneficial interests therein will Notes, and (y) Definitive Notes shall be registered issued in the names, such names and issued in any approved denominations, requested by or on behalf of denominations as the Depositary (shall instruct the Trustee. At such time as all beneficial interests in Global Notes have been exchanged for Definitive Notes pursuant to this Section 2.06(a), redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with its customary procedures)Section 2.11 hereof. Global Notes also may be exchanged or replaced, in whole or in 20 part, as provided in Sections 2.08 2.07 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) 2.10 hereof. A Global Note may not be exchanged for another Note other than except as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (h) hereof.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless unless, and, if applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(d)(ii), (i) the Depositary (x) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act Act, and, in either case, a successor Depositary is not appointed by the Company Issuers within 90 120 days, (ii) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)), (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and Notes, or (iv) the Trustee has received a written request by or on behalf of the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Definitive Notes issued subsequent to any of the preceding events described in clause (i), (ii), (iii) or (iiiiv) above and pursuant to Section 2.07(c2.06(d) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(c), (cd) or (hg) hereof.

Transfer and Exchange of Global Notes. Except as otherwise (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with Supplemental Indenture No. 2 (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary (and Euroclear or Cedel Bank, if applicable) therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Debt Security Registrar a written order given in accordance with the Depositary's procedures (and the procedures of Euroclear or Cedel Bank, if applicable) containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the Global Note. The Debt Security Registrar or Euroclear or Cedel Bank, if applicable, shall, in accordance with such instructions instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred. (ii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in this Section 2.072.4), a Global Note may not be transferred, in transferred as a whole and not in part, only except by the Depositary to a nominee of the Depositary, Depositary or by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A (iii) In the event that a Global Note is exchanged for Notes in definitive registered form pursuant to Section 2.4 prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company. (d) Transfer of a Beneficial Interest in a Global Security for a Definitive Security. Any person having a beneficial interest in a Global Note Security may not be exchanged upon request exchange such beneficial interest for a Certificated Note unless (i) Definitive Security. Upon receipt by the Trustee of written instructions from the Depositary (x) notifies or its nominee, pursuant to instructions from its direct or indirect participants or otherwise, and upon receipt by the Company that it is unwilling or unable to continue Trustee of a written order of the person designated by the Depositary as Depositary for having such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act beneficial interest containing registration instructions and, in either case, the case of a successor Depositary is not appointed by the Company within 90 days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositarybeneficial interest in a Transfer Restricted Security only, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, following additional information and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (h) hereof.documents:

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a A Global Note may not be transferred, transferred as a whole or in whole and not in part, only part except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may Notes will not be exchanged by the Company for a Certificated Note Definitive Notes unless (i) the Company delivers to the Trustee in writing notice from the Depositary (xa) notifies the Company that it is unwilling or unable to continue to act as Depositary for such the Global Note or (yb) has ceased to be that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days, days after the date of such notice from the Depositary; (ii) the Company, at its option, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee (provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act and provided, further, there shall be no continuing Default or Event of Default); or (iii) an Event of Default shall have occurred and be continuing or any event which after notice or lapse or time or both would be an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes Trustee has received a request from DTC or (iii) subject any Holder to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated issue Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will shall be registered in the names, and issued in any approved denominations, requested by or on behalf of such names as the Depositary (shall instruct the Trustee in accordance with its customary procedures)writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.7 and 2.11 hereof2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 2.6 or Section 2.08 2.7 or 2.11 hereof2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note and will bear the legend restricting transfers that is borne by such Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.6(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c2.6(b) or (h) hereoff).

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee Transfer of the Depositary, Global Notes shall be by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Note unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures)delivery. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof2.11. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note Definitive Notes other than as provided in this Section 2.07(a) and in the Notes, subject to compliance with Section 2.07(c); provided, however, beneficial interests . Owners of Book-Entry Interests shall receive Definitive Notes: (i) in a Global Note may be transferred and exchanged as provided whole (but not in Section 2.07(bpart), if any of DTC, Euroclear or Cedelbank is closed for business for a continuous period of 14 days (cother than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearance system satisfactory to the Trustee is available; (hii) hereofin part, if an Event of Default occurs and is continuing, upon the request delivered in writing to DTC, Euroclear and/or Cedelbank, the Trustee, the Common Depositary or the Custodian; (iii) in whole (but not in part) at any time if the Company in its sole discretion determines that the Global Notes should be exchanged for Definitive Notes; or (iv) in whole (but not in part), if the Custodian or Common Depositary is at any time unwilling or unable to continue as Custodian or Common Depositary, as the case may be, and a successor Custodian or Common Depositary, as the case may be, is not appointed by the Company within 90 days. In such an event, the Registrar, subject to compliance with Section 2.07(c), shall issue Definitive Notes, registered in the name or names and issued in any approved denominations requested by or on behalf of DTC, Euroclear and/or Cedelbank, as applicable (in accordance with their respective customary procedures and based upon directions received from participants reflecting the beneficial ownership of Book-Entry Interests), and bearing the Private Placement Legend unless that legend is not required by applicable law.

Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.072.06, a Global Note may be transferred, in whole and not in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Certificated Definitive Note unless (i) the Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 90 120 days, (ii) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act or (iii) there shall have occurred and be continuing an Event of a Default with respect to the Notes under this Indenture and the Depositary shall have requested the issuance of Certificated Notes or (iii) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company elects to cause the issuance of the Certificated Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 2.07 and 2.11 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.08 or 2.11 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b2.06(b), (c) or (hf) hereof.