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

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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. Global Securities will not be exchanged by the Company for Definitive Securities unless (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or 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 120 days after the date of such notice from the Depositary; (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.09. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.09, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (d).

Transfer and Exchange of Global Securities. A Global Security may not be transferred except as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee Security Registrar notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; Security Registrar or (iii) an Event of Default shall have has occurred and be is continuing with respect to the Notes and the Trustee Security Registrar has received a written request from the owner of a book-entry interest Depositary to issue Definitive Securities. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.09306 hereof. Every Note CVR authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 305 or Sections 2.07 Section 304 or 2.09306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Global Security other than as provided in this Section 2.06(a305(b)(i), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c305(b)(ii) or (d)iii) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except by the a Depositary to a nominee of the such Depositary, by a nominee of the such Depositary to the a Depositary or to another nominee of the a Depositary, or by the a Depositary or any such nominee to a successor depositary Depositary or a nominee of such successor depositaryDepositary. Global Securities will not be exchanged by the Company for Definitive Securities unless (i) the Company delivers to the Trustee notice from the a Depositary that it is unwilling or unable to continue to act as a Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 days after the date of such notice from the such Depositary; (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the TrusteeTrustee (provided that in no event shall a Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest Depositary or any Holder to issue Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the such Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.09. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.09, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (df).

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. Global Securities will not be exchanged by the Company for Definitive Securities unless (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the TrusteeTrustee (provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest DTC or any Holder to issue Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.09. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.09, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (df).

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except by the a Depositary to a nominee of the such Depositary, by a nominee of the such Depositary to the a Depositary or to another nominee of the a Depositary, or by the a Depositary or any such nominee to a successor depositary Depositary or a nominee of such successor depositaryDepositary. Global Securities will not be exchanged by the Company for Definitive Securities unless (i) the Company delivers to the Trustee notice from the Depositary Euroclear or Clearstream that it is unwilling or unable to continue to act as Depositary a depositary or 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 120 days after the date of such notice from the Depositarynotice; (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; Trustee or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depositary Euroclear and Clearstream shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.09. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.09, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (d).

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities 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 (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive SecuritiesDefault. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Securities shall be issued registered in such names as the Depositary shall instruct the Trustee, in writing. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.092.10 hereof. Every Note Security executed, authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.092.10 hereof, shall be executed, authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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. All Global Securities will not shall be exchanged by the Company for Definitive Bearer Securities unless if (i) the Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depository is not appointed by the Company within 120 days after the date of such notice from the DepositaryDepository; (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Bearer Securities and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Bearer Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act; or (iii) an Event of Default there shall have occurred and be continuing a Default or Event of Default with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any either of the preceding events in (i), (ii) or (iii) above, Definitive Bearer Securities shall be issued in such names as the Depositary Depository shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.3(c) and 2.093.6 hereof. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 3.14 or Sections 2.07 Section 2.3(c) or 2.093.6 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a3.14(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b3.14(b), (c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not shall be exchanged by the Company Issuer for Definitive Securities unless if (i) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; (ii) the Company Issuer in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default there shall have occurred and be continuing a Default or Event of Default with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.092.10 hereof. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Sections 2.07 Section 2.7 or 2.092.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a2.6(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.6(b), (c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Except as otherwise set forth in this Section 2.06, a Global Security may not be transferred except as a whole except by the Depositary Depository with respect to such Global Security to a nominee of the Depositarysuch Depository, by a nominee of the Depositary such Depository to the Depositary such Depository or to another nominee of the Depositary, such Depository or by the Depositary Depository or any such nominee to a successor depositary Depository or a nominee of such a successor depositaryDepository. A beneficial interest in a Global Securities will Security may not be exchanged by for a Definitive Security of the Company for Definitive Securities same series unless (i) the Company delivers to Depositary (x) notifies the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue to act as Depositary for such Global Security or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; or (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the owner Securities of a book-entry interest to issue Definitive Securitiessuch series. Upon the occurrence of any of the preceding events in clause (i), (ii) or (iiiii) above, Definitive Securities shall delivered in exchange for any Global Security of the same series or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.092.10. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.092.10, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged , except for another Note other than as provided Definitive Securities issued subsequent to any of the preceding events in this Section 2.06(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), clause (ci) or (d)ii) above.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not shall be exchanged by the Company for Definitive Securities unless if (i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; (ii) the Company Issuers in its their sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Issuers for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) an Event of Default there shall have occurred and be continuing a Default or Event of Default with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.092.10 hereof. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Sections 2.07 Section 2.7 or 2.092.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a2.6(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.6(b), (c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee receives notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; Depositary or (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (iiix) an Event the expiration of Default shall have occurred the Distribution Compliance Period and be continuing with respect (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive SecuritiesSecurities Act. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.092.10. Every Note Except as provided in this Section 2.06(a) and in Section 2.06(b)(ii) and Section 2.06(c) for the exchange or transfer of Global Securities for Definitive Securities, every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.092.10, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (df).

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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. All Global Securities will not shall be exchanged by the Company for Definitive Securities unless if (i) the Depository (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary Depository for the Global Securities or that it is no longer (B) 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 Depository within 120 90 days after the date becoming aware of such notice from the Depositarycondition; (ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of Definitive Securities in exchange for Global Securities (in whole but not in part) should ); provided that in no event shall the Legended Regulation S Global Security be exchanged by the Company for Definitive Securities prior to (A) the expiration of the Restricted Period and delivers a written notice (B) the receipt by the Registrar of any certificates required pursuant to such effect to Regulation S under the TrusteeSecurities Act; or (iii) an Event of Default there shall have occurred and be continuing a Default or Event of Default with respect to the Notes Securities and the Trustee has received a written request from the owner of a book-entry interest to issue Depository requests Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depositary Depository shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.092.11 of the Base Indenture. Every Note Except as otherwise provided above in this Section 2.04(a), every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.04 or Sections 2.07 pursuant to Section 2.08 or 2.092.11 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a2.04(a), ; however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.04(b), (c) or (d)) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; Trustee or (iii) an Event of Default there shall have occurred and be continuing an Event of Default with respect to the Notes Securities and the Trustee has received a written request from the owner of a book-entry interest Depository to issue Definitive Securities; PROVIDED that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates determined by the Company to be required pursuant to Rule 903 under the Securities Act. Upon the occurrence of any either of the preceding events in (i), ) or (ii) or (iii) above, the Company will notify the Trustee in writing that Definitive Securities Securi- ties shall be issued in such names as the Depositary and the participants shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.092.11 hereof. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.7 or Sections 2.07 or 2.092.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a2.6(a), however, beneficial interests in a Global Security may be transferred transferre d and exchanged as provided in Section 2.06(b2.6(b), (c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; Trustee or (iii) an Event of Default there shall have occurred and be continuing an Event of Default with respect to the Notes Securities and the Trustee has received a written request from the owner of a book-entry interest Depository to issue Definitive Securities; provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates determined by the Company to be required pursuant to Rule 903 under the Securities Act. Upon the occurrence of any either of the preceding events in (i), ) or (ii) or (iii) above, the Company will notify the Trustee in writing that Definitive Securities shall be issued in such names as the Depositary and the participants shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.09. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.09, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (d).2.11

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Certificated Securities unless if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Certificated Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any either of the preceding events in (i), ) or (ii) or (iii) above, Definitive Certificated Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.092.10 hereof. Every Senior Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.092.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Senior Note other than as provided in this Section 2.06(a), however, however beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred except as a whole except by the Depositary Trustee to a nominee of the DepositaryTrustee, by a nominee of the Depositary Trustee to the Depositary Trustee or to another nominee of the DepositaryTrustee, or by the Depositary Trustee or any such nominee to a successor depositary Trustee or a nominee of such successor depositaryTrustee. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee Security Registrar notice from the Depositary Trustee that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Trustee is not appointed by the Company within 120 days after the date of such notice from the DepositaryTrustee; (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; Security Registrar or (iii) an Event of Default shall have has occurred and be is continuing with respect to the Notes and the Trustee Security Registrar has received a written request from the owner of a book-entry interest Trustee to issue Definitive Securities. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct required by the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.4 and 2.092.6 hereof. Every Note CVR Certificate authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.5 or Sections 2.07 Section 2.4 or 2.092.6 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Global Security other than as provided in this Section 2.06(a2.5(b)(i), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.5(b)(ii) or (d)iii) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; Trustee or (iii) an Event of Default entitling the Second Priority Holders to accelerate shall have occurred and be continuing with respect continuing, Second Priority Holders desiring to exchange their Global Security for Definitive Securities have provided such notice to the Notes Depositary and the Trustee Registrar has received a written request from the owner of a book-entry interest Depositary to issue Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in denominations of $1.00 or integral multiples thereof and in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.092.8 hereof. Every Note Second Priority Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Sections 2.07 Section 2.7 or 2.092.8 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Second Priority Security other than as provided in this Section 2.06(a2.6(a), ; however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.6(b), (c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities of a series will not be exchanged by the Company for Definitive Securities unless of the same series if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (ii) the Company in its sole discretion determines that the Global Securities of such series (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or provided that in no event shall a Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (iiix) an Event the expiration of Default shall have occurred the Restricted Period and (y) the receipt by the Registrar of any certificates determined by the Company to be continuing with respect required pursuant to Rule 903(b)(3)(ii)(B) under the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive SecuritiesSecurities Act. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.092.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security of the same series or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.092.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not ------------------------------------------ be transferred as a whole 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. All Global Securities will not shall be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee written notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depository or (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Securities shall be issued in such names as the Depositary Depository shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.06 and 2.092.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.05 or Section 2.06 or Sections 2.07 or 2.092.09 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a2.05(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.05(b),(c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. Global Securities of any series will not be exchanged by the Company for Definitive Securities unless (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (ii) the Company in its sole discretion determines that the Global Securities of such series (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the TrusteeTrustee (PROVIDED that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes Securities and the Trustee has received a written request from the owner of a book-entry interest DTC or any Holder to issue Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided PROVIDED in Sections 2.07 and 2.09. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.09, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided PROVIDED in this Section 2.06(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (df).

Transfer and Exchange of Global Securities. (a) A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not shall be exchanged (or exchangeable, in the case of an Event of Default covered by clause (iii) below) by the Company for Definitive Securities unless if (i) DTC (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Securities and the Company fails to appoint a successor Depositary within 90 days after receiving such notice or that it is no longer 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 Depositary within 120 90 days after the date becoming aware of such notice from the Depositarycondition; (ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global Securities (in whole but not in part) should be exchanged for issuance of Definitive Securities and delivers a written notice to such effect to the TrusteeSecurities; or (iii) an Event of Default there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.09307 hereof. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 306 or Sections 2.07 Section 304 or 2.09307 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security, except for Definitive Securities issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 306(c) or (e) hereof. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a306(a), ; however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), 306(b) or (c) or (d)hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Certificated Securities unless if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Certificated Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any either of the preceding events in (i), ) or (ii) or (iii) above, Definitive Certificated Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.092.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.092.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a), however, ; however beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; Trustee or (iii) an Event of Default shall have has occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securitiesis continuing. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged replaced or replacedexchanged, in whole or in part, as provided in Sections 2.07 2.7 and 2.092.10. Every Note Security authenticated and delivered in exchange forlieu of, or in lieu ofexchange for, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Sections 2.07 Section 2.7 or 2.092.10, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may 27 -21- not be exchanged for another Note Security other than as provided in this Section 2.06(a2.6(a), ; however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.6(b),(c) or (df).

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except by the a Depositary to a nominee of the such Depositary, by a nominee of the such Depositary to the a Depositary or to another nominee of the a Depositary, or by the a Depositary or any such nominee to a successor depositary or a nominee of such successor depositary. Global Securities will not be exchanged by the Company for Definitive Securities unless (i) the Company delivers to the Trustee notice from the Depositary Euroclear or Clearstream that it is unwilling or unable to continue to act as a Depositary or 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 120 days after the date of such notice from the such Depositary; (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depositary Euroclear or Clearstream shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.09. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.09, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (d).

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; PROVIDED that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act, or (iii) an Event of Default there shall have occurred and be continuing a Default or Event of Default with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 Section 2.7 and 2.092.10 hereof. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.7 or Sections 2.07 or 2.092.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a2.6(a), ; however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.6(b), (c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 30 days after the date of such notice from the Depositary; , (ii) the Company in Company, at its sole discretion option, determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; Trustee or (iii) an Event upon request of Default the Trustee or Holders of a majority of the aggregate principal amount of outstanding Securities if there shall have occurred and be continuing a Default or Event of Default with respect to the Notes Securities; provided that in no event shall a Reg S Temporary Global Security be exchanged by the Company for Definitive Securities prior to (x) the expiration of the applicable Distribution Compliance Period and (y) the Trustee has received a written request from receipt by the owner Registrar of a book-entry interest any certificates identified by the Company or its counsel to issue Definitive Securitiesbe required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in this Section 2.06 or in Sections 2.07 and 2.092.10 hereof. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.092.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a), however, beneficial . Beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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. All Global Securities Notes (except the Regulation S Temporary Global Note) will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee written notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depository or (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Securities shall be issued in such names as the Depositary Depository shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.092.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.092.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company Obligors for Definitive Certificated Securities unless if (i) the Company delivers Obligors deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (ii) the Company Obligors in its their sole discretion determines determine that the Global Securities (in whole but not in part) should be exchanged for Definitive Certificated Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any either of the preceding events in (i), ) or (ii) or (iii) above, Definitive Certificated Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 2.09hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.09hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a), however, however beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; Trustee or (iii) an Event of Default shall have has occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securitiesis continuing. Upon the occurrence of any of the preceding events described in clause (i), (ii) or (iii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged replaced or replacedexchanged, in whole or in part, as provided in Sections 2.07 2.7 and 2.092.10. Every Note Security authenticated and delivered in exchange forlieu of, or in lieu ofexchange for, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Sections 2.07 Section 2.7 or 2.092.10, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a2.6(a), ; however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.6(b),(c) or (df).

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.092.10 hereof. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Sections 2.07 Section 2.7 or 2.092.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a)2.6.1, however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b)2.6.2, (c) 2.6.3 or (d)2.6.7 hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; Depositary or (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Definitive Securities 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 (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive SecuritiesDefault. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Securities shall be issued registered in such names as the Depositary shall instruct the Trustee, in writing. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.092.10 hereof. Every Note Security executed, authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.092.10 hereof, shall be executed, authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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. All Global Securities of a series (except the Regulation S Temporary Global Security) will not be exchanged by the Company for Definitive Securities unless of the same series if (i) the Company delivers to the Trustee written notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depository, (ii) the Company in its sole discretion determines that the Global Securities of such series (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; Trustee or (iii) there has occurred and is continuing a Default or an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive SecuritiesDefault. Upon the occurrence of any either of the preceding events in (i), (ii) or (iii) above, Definitive Securities of the same series shall be issued in such names as the Depositary Depository shall instruct the Trustee. In addition, beneficial interests in a Global Security may be exchanged for Definitive Securities upon request but only upon at least 20 days' prior written notice given to the Trustee by or on behalf of the Depository in accordance with the Applicable Procedures. Global Securities of a series also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.092.09 hereof. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Security of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.09Section 2.08 or 2.09 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security of any series may not be exchanged for another Note Security other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.092.9 hereof. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 2.6 or Sections 2.07 Section 2.7 or 2.092.9 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a2.6(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.6(b),(c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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. All Global Securities (except the Regulation S Temporary Global Note) will not be exchanged by the Company for Definitive Securities unless if (i) the Company delivers to the Trustee written notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depository is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depository or (ii) the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Securities shall be issued in such names as the Depositary Depository shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.092.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections Section 2.07 or 2.092.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (d)f) hereof.

Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole 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 Depositary or a nominee of such successor depositaryDepositary. All Global Securities will not be exchanged by the Company Issuers or Equity Corp., as applicable, for Definitive Securities unless if (i) the Company delivers Issuers or Equity Corp. deliver(s) to the Trustee Agent notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company Issuers or Equity Corp., as applicable, within 120 days after the date of such notice from the Depositary; Depositary or (ii) the Company Issuers (or Equity Corp.) in its their (or its) sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive SecuritiesAgent. Upon the occurrence of any of the preceding events in (i), (ii) or (iiiii) above, Definitive Securities shall be issued in such names as the Depositary shall instruct the TrusteeAgent in writing. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.7 and 2.093.10 hereof. Every Note Security authenticated (or countersigned) and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 3.6 or Sections 2.07 Section 3.7 or 2.093.10 hereof, shall be authenticated (or countersigned) and delivered in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Note Security other than as provided in this Section 2.06(a3.6(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), 3.6(b) or (c) or (d)hereof.