Common use of Certificated Securities Clause in Contracts

Certificated Securities. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible as a “clearing agency” under the Exchange Act, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 120 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holders:

Certificated Securities. The Issuer may initially issue the Notes as Definitive Notes. However, the initial issuance of Definitive Notes does not preclude the issuance of Global Notes upon the deposit of such Definitive Notes with the Trustee, as custodian for the Depository. If at any time the Depositary Depository notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository or if at any time the Depositary Depository shall no longer be eligible as a “clearing agency” under the Exchange Actthis Section 2.01, the Company Issuer shall appoint a successor DepositaryDepository. If a successor Depositary Depository is not appointed by the Company Issuer within 120 ninety (90) days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company Issuer's election that the Notes be represented by Global Notes shall no longer be effective, and the Issuer will execute, and the Trustee, upon receipt of a Company written order signed by an Officer of the Issuer for the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount amount, and of like terms and tenor tenor, equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company Issuer may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company Issuer will execute, and the Trustee, upon receipt of a Company an Issuer order for the authentication and delivery of Definitive definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company Issuer, pursuant to this Section 2.02 2.01 with respect to Global Notes, the Depositary Depository may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company Issuer and such Depositarythe Depository. Thereupon, the Company Issuer shall execute, and the Trustee Trustee, upon receipt of a Company an Issuer order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holdersHolders:

Certificated Securities. If at any time Series A Notes sold to Institutional Accredited Investors shall be issued initially in the Depositary form of a fully registered, certificated Series A Note ("Certificated Securities"). Except as provided in this Section 2.06, owners of beneficial interests in Global Securities shall not be entitled to receive physical delivery of Certificated Securities. Global Securities shall be exchangeable for Certificated Securities if (i) the Depository (x) notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Global Securities or if at any time the Depositary (y) shall no longer be eligible as a “clearing agency” registered or in good standing under the Exchange Act, the Company shall appoint or other applicable statute or regulation, and a successor Depositary. If a successor Depositary Depository for the Global Securities is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibilitycondition. Upon surrender to the Trustee of the typewritten certificate or certificates representing the Global Securities by the Depository, accompanied by registration instructions, the Company will executeTrustee shall execute and authenticate the certificates in accordance with the instructions of the Depository. Neither the Security Registrar nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the Trusteeissuance of Certificated Securities, upon receipt of a Company order for the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to Trustee shall recognize the principal amount Holders of the Global Notes in exchange for such Global NotesCertificated Securities as Holders. The Company Certificated Securities shall be printed, lithographed or engraved or may at be produced in any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms other manner as are is reasonably acceptable to the Company Company, as evidenced by the execution thereof by the Company, and such Depositary. Thereupon, shall bear the legend set forth on Exhibit A hereto unless the Company shall execute, and informs the Trustee upon receipt of a Company order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holders:that such legend is no longer required.

Certificated Securities. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible as a “clearing agency” under the Exchange Actthis Section 2.01, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 120 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holders:

Certificated Securities. If The Company shall exchange Global Notes for Definitive Notes if: (1) at any time either Euroclear or Clearstream or any alternative clearing agency on behalf of which the Depositary notifies Notes evidenced by the Company that it Global Note may be held is unwilling closed for business for a continuous period of 14 days (other than reason of holidays, statutory or unable otherwise) or announces an intention permanently to continue as Depositary cease business or if at any time the Depositary shall no longer be eligible as a “clearing agency” under the Exchange Actdoes in fact do so, and, in either case, the Company shall appoint not have appointed a successor Depositary. If a successor Common Depositary is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibility, or (2) upon written request of a Holder or the Trustee if a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of the events set forth in clauses (1) or (2) above, the Company will shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02 hereof, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by Upon the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order Global Note for the authentication and delivery of Definitive Notes, such Global Note shall authenticate be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and deliverin such authorized denominations as the Common Depositary, without service charge pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the holders:Common Depositary.

Certificated Securities. If The Company shall exchange Global notes for Definitive Notes if: (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a “clearing agency” agency registered under the Exchange Act, and, in either case, the Company shall appoint a successor Depositary. If not have appointed a successor Depositary is not appointed by the Company within 120 days after the Company receives such notice or becomes aware of such ineligibility, (ii) the Company, at its option, determines that the Global Notes shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) upon written request of a Holder or the Trustee if a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of the events set forth in clauses (i), (ii) or (iii) above, the Company will shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02 hereof, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by Upon the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order Global Note for the authentication and delivery of Definitive Notes, such Global Note shall authenticate be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and deliverin such authorized denominations as the Depositary, without service charge pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the holders:Depositary.

Certificated Securities. If at any time the Depositary for any Notes represented by one or more Global Notes notifies the Company that it is unwilling or unable to continue as Depositary for such Notes or if at any time the Depositary for such Notes shall no longer be eligible as a “clearing agency” under the Exchange Acteligible, the Company shall appoint a successor DepositaryDepositary with respect to such Notes. If a successor Depositary for such Notes is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election that such Notes be represented by one or more Global Notes shall no longer be effective and the Company will shall execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notesan Authentication Order, will authenticate and deliver Definitive NotesNotes of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Note or Notes representing such Notes in exchange for such Global Note or Notes. The Company may at any time and in its sole discretion determine that the Notes issued in the form of one or more Global Notes shall no longer be represented by such a Global Note or Notes. In such event, the Company will shall execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenoran Authentication Order, will shall authenticate and deliver Definitive Notesdeliver, Notes in definitive registered form, in any authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such Notes, in exchange for such Global Note or Notes. If specified by the Company pursuant to Section 2.02 with respect to Notes represented by a Global NotesNote, the Depositary for such Global Note may surrender such Global Notes Note in exchange in whole or in part for Definitive Notes and of like terms and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notesan Authentication Order, shall authenticate and deliver, without service charge to the holders:charge,

Certificated Securities. If at any time the Depositary notifies the Company Issuers that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible as a “clearing agency” under the Exchange Actthis Section 2.01, the Company Issuers shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company Issuers within 120 90 days after the Company receives Issuers receive such notice or becomes aware of such ineligibility, the Company Issuers will execute, and the Trustee, upon receipt of a Company order an Authentication Order for the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company Issuers may at any time and in its their sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company Issuers will execute, and the Trustee, upon receipt of a Company order an Authentication Order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company Issuers pursuant to Section 2.02 2.06 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company Issuers and such Depositary. Thereupon, the Company Issuers shall execute, and the Trustee upon receipt of a Company order an Authentication Order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holders:

Certificated Securities. If The Company shall exchange Global Notes for Definitive Notes if (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a “clearing agency” agency registered under the Exchange Act, and, in either case, the Company shall appoint a successor Depositary. If not have appointed a successor Depositary is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibilityineligibility or (ii) upon written request of a Holder with respect to any amount of Notes held by such Holder. Notwithstanding any other provision in this Indenture, a Global Note issued pursuant to the preceding sentence 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 directed, and no transfer thereof other than such a transfer may be registered. Every Note authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Note issued pursuant to the first sentence of this paragraph, whether pursuant to this Section 2.01(d) or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note. Upon the occurrence of any of the events set forth in the preceding paragraph, the Company will shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02 hereof, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal up to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in or partial exchange for such Global Notes. If specified by Upon the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt partial exchange of a Company order Global Note for the authentication and delivery of Definitive Notes, such Global Note shall authenticate be cancelled by the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and deliverin such authorized denominations as the Depositary, without service charge pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the holders:Depositary.

Certificated Securities. If at any time the Depositary notifies the Company Issuers that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible as a “clearing agency” under the Exchange Actthis Section 2.01, the Company Issuers shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company Issuers within 120 90 days after the Company receives Issuers receive such notice or becomes aware of such ineligibility, the Company Issuers will execute, and the Trustee, upon receipt of a Company order Written Order for the authentication certification and delivery of Definitive Notes, will authenticate certify and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company Issuers may at any time and in its their sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company Issuers will execute, and the Trustee, upon receipt of a Company order Written Order for the authentication certification and delivery of Definitive Notes of the same terms and tenor, will authenticate certify and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company Issuers pursuant to Section 2.02 2.06 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company Issuers and such Depositary. Thereupon, the Company Issuers shall execute, and the Trustee upon receipt of a Company order Written Order for the authentication certification and delivery of Definitive Notes, shall authenticate certify and deliver, without service charge to the holders:

Certificated Securities. If The Company shall exchange Global Notes for Definitive Notes if: (1) at any time the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a “clearing agency” agency registered under the Exchange Act, and, in either case, the Company shall appoint a successor Depositary. If not have appointed a successor Depositary is not appointed by the Company within 120 days after the Company receives such notice or becomes become aware of such ineligibility, (2) the Company, in its discretion and in accordance with the rules of the Depositary, determines not to require that all of the Notes be represented by a Global Note and the Company will notify the Trustee of their decision or (3) upon written request of the Trustee if an Event of Default shall have occurred and be continuing with respect to the Notes represented by a Global Note and the Trustee shall have received a written request from the Depositary to issue such Notes in certificated form. Upon the occurrence of any of the events set forth in clauses (1), (2) or (3) above, the Company shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02 hereof, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified In no event shall the Regulation S Temporary Global Note be exchanged by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of like terms and tenor on such terms as are acceptable any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Company and such DepositarySecurities Act. Thereupon, Upon the Company shall execute, and the Trustee upon receipt exchange of a Company order Global Note for the authentication and delivery of Definitive Notes, such Global Note shall authenticate be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and deliverin such authorized denominations as the Depositary, without service charge pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the holders:Depositary.

Certificated Securities. If The Company shall exchange Global Notes for Definitive Notes if: (1) at any time the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a “clearing agency” agency registered under the Exchange Act, and, in either case, the Company shall appoint a successor Depositary. If not have appointed a successor Depositary is not appointed by the Company within 120 days after the Company receives such notice or becomes become aware of such ineligibility, (2) the Company, in its discretion and in accordance with the rules of the Depositary, determines not to require that all of the Notes be represented by a Global Note and the Company will notify the Trustee of its decision or (3) upon written request of the Trustee if an Event of Default shall have occurred and be continuing with respect to the Notes represented by a Global Note and the Trustee shall have received a written request from the Depositary to issue such Notes in certificated form. Upon the occurrence of any of the events set forth in clauses (1), (2) or (3) above, the Company shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02 hereof, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified In no event shall the Regulation S Temporary Global Note be exchanged by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of like terms and tenor on such terms as are acceptable any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Company and such DepositarySecurities Act. Thereupon, Upon the Company shall execute, and the Trustee upon receipt exchange of a Company order Global Note for the authentication and delivery of Definitive Notes, such Global Note shall authenticate be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and deliverin such authorized denominations as the Depositary, without service charge pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the holders:Depositary.

Certificated Securities. If at any time Series B Notes sold to Institutional Accredited Investors shall be issued initially in the Depositary form of a fully registered, certificated Series B Note ("Certificated Securities"). Except as provided in this Section 2.06, owners of beneficial interests in Global Securities shall not be entitled to receive physical delivery of Certificated Securities. Global Securities shall be exchangeable for Certificated Securities if (i) the Depository (x) notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Global Securities or if at any time the Depositary (y) shall no longer be eligible as a “clearing agency” registered or in good standing under the Exchange Act, the Company shall appoint or other applicable statute or regulation, and a successor Depositary. If a successor Depositary Depository for the Global Securities is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibilitycondition. Upon surrender to the Trustee of the typewritten certificate or certificates representing the Global Securities by the Depository, accompanied by registration instructions, the Company will executeTrustee shall execute and authenticate the certificates in accordance with the instructions of the Depository. Neither the Security Registrar nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the Trusteeissuance of Certificated Securities, upon receipt of a Company order for the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to Trustee shall recognize the principal amount Holders of the Global Notes in exchange for such Global NotesCertificated Securities as Holders. The Company Certificated Securities shall be printed, lithographed or engraved or may at be produced in any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms other manner as are is reasonably acceptable to the Company Company, as evidenced by the execution thereof by the Company, and such Depositary. Thereupon, shall bear the legend set forth on Exhibit A hereto unless the Company shall execute, and informs the Trustee upon receipt of a Company order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holders:that such legend is no longer required.

Certificated Securities. If at any time The Company will issue certificated Securities to each person that Euroclear or Clearstream identifies as the Depositary beneficial owner of the Securities represented by a Global Security upon surrender by Euroclear or Clearstream of the Global Security if: (i) Euroclear or Clearstream notifies the Company that it is unwilling or unable to continue as Depositary depositary for that Global Security and the Company does not appoint a successor depositary within 90 days after receiving that notice; (ii) an Event of Default under the Indenture has occurred and is continuing, and Euroclear or if Clearstream requests the issuance of certificated Securities; (iii) at any time the Depositary shall no longer Euroclear or Clearstream ceases to be eligible as a “clearing agency” agency registered or in good standing under the Exchange Act, Act or other applicable statute or regulation and the Company shall does not appoint a successor Depositary. If depositary within 90 days after becoming aware that Euroclear or Clearstream has ceased to be so registered or in good standing as a successor Depositary is not appointed by clearing agency; or (iv) the Company within 120 days after determines that the Company receives such notice or becomes aware of such ineligibility, the Company Securities will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by a Global Security. A Global Security that can be exchanged as described in the preceding sentence shall be exchanged for certificated Securities issued in authorized denominations in registered form for the same aggregate amount. The definitive Securities shall be registered in the names of the owners of the beneficial interests in the Global Security as directed by Euroclear or Clearstream. Such certificated Securities shall be registered in such Global Notes. In names and in such eventauthorized denominations as Euroclear or Clearstream, the Company will executeas applicable, and pursuant to instructions from its participants or indirect participants or otherwise, shall in writing instruct the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holders:

Certificated Securities. If The Company shall exchange Global Notes for Definitive Notes if: (1) at any time the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a “clearing agency” agency registered under the Exchange Act, and, in either case, the Company shall appoint a successor Depositary. If not have appointed a successor Depositary is not appointed by the Company within 120 days after the Company receives such notice or becomes aware of such ineligibility, (2) the Company, at its option, determines that the Global Notes shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (3) upon written request of a Holder or the Trustee if a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of the events set forth in clauses (1), (2) or (3) above, the Company will shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02 hereof, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by Upon the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order Global Note for the authentication and delivery of Definitive Notes, such Global Note shall authenticate be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and deliverin such authorized denominations as the Depositary, without service charge pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the holders:Depositary.

Certificated Securities. If The Companies shall exchange Global Notes for Definitive Notes if: (i) at any time the Depositary notifies the Company Companies that (x) it is unwilling or unable to continue to act as Depositary for the Global Notes or if at any time the Depositary shall no longer (y) it has ceased to be eligible as a “clearing agency” agency registered under the Exchange Act, and, in either case, the Company Companies shall appoint a successor Depositary. If not have appointed a successor Depositary is not appointed by the Company within 120 days after the Company receives date of such notice or becomes aware of such ineligibility, (ii) the Company will Companies, at their option, determine that the Global Notes shall be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee or (iii) upon written request of a Holder or the Trustee if a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of the events set forth in clauses (i), (ii) or (iii) above, the Companies shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02 hereof, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by Upon the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order Global Note for the authentication and delivery of Definitive Notes, such Global Note shall authenticate be cancelled by the Trustee or an agent of the Companies or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and deliverin such authorized denominations as the Depositary, without service charge pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Companies or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the holders:Depositary.

Certificated Securities. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible as a “clearing agency” under the Exchange Act, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 120 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holders:.

Certificated Securities. If The Company shall exchange Global Notes for Definitive Notes if: (1) at any time either Euroclear or Clearstream or any alternative clearing agency on behalf of which the Depositary notifies Notes evidenced by the Company that it Global Note may be held is unwilling closed for business for a continuous period of 14 days (other than reason of holidays, statutory or unable otherwise) or announces an intention permanently to continue as Depositary cease business or if at any time the Depositary shall no longer be eligible as a “clearing agency” under the Exchange Actdoes in fact do so, and, in either case, the Company shall appoint not have appointed a successor Depositary. If a successor Common Depositary is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibility, or (2) upon written request of a Holder or the Trustee (acting on the instruction of the Holders in accordance with Section 6.02) if a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of the events set forth in clauses (1) or (2) above, the Company will shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02 hereof, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by Upon the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order Global Note for the authentication and delivery of Definitive Notes, such Global Note shall authenticate be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and deliverin such authorized denominations as the Common Depositary, without service charge pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the holders:Common Depositary.

Certificated Securities. The Issuer may initially issue the Notes as Definitive Notes. However, the initial issuance of Definitive Notes does not preclude the issuance of Global Notes upon the deposit of such Definitive Notes with the Trustee, as custodian for the Depository. If at any time the Depositary Depository notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository or if at any time the Depositary Depository shall no longer be eligible as a “clearing agency” under the Exchange Actthis Section 2.01, the Company Issuer shall appoint a successor DepositaryDepository. If a successor Depositary Depository is not appointed by the Company Issuer within 120 ninety (90) days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company Issuer's election pursuant to Section 2.02 that the Notes be represented by Global Notes shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of a Company written order signed by an Officer of the Issuer for the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company Issuer may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company Issuer will execute, and the Trustee, upon receipt of a Company an Issuer order for the authentication and delivery of Definitive definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company Issuer, pursuant to this Section 2.02 2.01 with respect to Global Notes, the Depositary Depository may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company Issuer and such DepositaryDepository. Thereupon, the Company Issuer shall execute, and the Trustee Trustee, upon receipt of a Company an Issuer order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holdersHolders:

Certificated Securities. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible as a “clearing agency” under the Exchange Actthis Section 2.01, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 120 ninety (90) days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.03 that the Debentures be represented by Debentures in global form shall no longer be effective and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive NotesDebentures, will authenticate and deliver Definitive NotesDebentures in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes Debentures in exchange for such Global NotesDebentures. The Company may at any time and in its sole discretion determine that Global Notes Debentures shall no longer be represented by such Global NotesDebentures. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes definitive Debentures of the same terms and tenor, will authenticate and deliver Definitive NotesDebentures in definitive form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes Debentures in exchange for such Global NotesDebentures. If specified by the Company Company, pursuant to this Section 2.02 2.03 with respect to Global NotesDebentures, the Depositary may surrender Global Notes Debentures in exchange in whole or in part for Definitive Notes and Debentures of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee Trustee, upon receipt of a Company order for the authentication and delivery of Definitive NotesDebentures, shall authenticate and deliver, without service charge to the holdersHolders:

Certificated Securities. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible as a “clearing agency” xxx- gible under the Exchange Actthis Section 2.01, the Company shall appoint a successor Depositary. If a successor Depositary Deposi- tary is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal princi- pal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 2.02 2.06 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holders:

Certificated Securities. If The Global Notes shall be exchanged for Definitive Notes if: (1) at any time either Euroclear or Clearstream or any alternative clearing agency on behalf of which the Depositary notifies Notes evidenced by the Company that it Global Note may be held is unwilling closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or unable otherwise) or announces an intention permanently to continue as Depositary cease business or if at any time the Depositary shall no longer be eligible as a “clearing agency” under the Exchange Actdoes in fact do so, and, in either case, the Company shall appoint not have appointed a successor Depositary. If a successor Common Depositary is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibility, or (2) upon written request of a Holder or the Trustee if a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of the events set forth in clauses (1) or (2) above, the Company will shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02 hereof, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by Upon the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order Global Note for the authentication and delivery of Definitive Notes, such Global Note shall authenticate be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and deliverin such authorized denominations as the Common Depositary, without service charge pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall make available for collection such Definitive Notes to the holders:Persons in whose names such Definitive Notes are so registered or to the Common Depositary.

Certificated Securities. If The Company shall exchange Global Notes for Definitive Notes if: (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a “clearing agency” agency registered under the Exchange Act, and, in either case, the Company shall appoint a successor Depositary. If not have appointed a successor Depositary is not appointed by the Company within 120 days after the Company receives such notice or becomes aware of such ineligibility, or (ii) upon written request of a Holder or the Trustee if a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of the events set forth in clauses (e)(i) or (e)(ii) of this Section 2.01, the Company will shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by Upon the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order Global Note for the authentication and delivery of Definitive Notes, such Global Note shall authenticate be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and deliverin such authorized denominations as the Depositary, without service charge pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the holders:Depositary.

Certificated Securities. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible as a “clearing agency” under the Exchange Actthis Section 2.01, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that the Notes be represented by Notes in global form shall no longer be effective and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive definitive Notes, will authenticate and deliver Definitive Notesdeliver, Notes in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive definitive Notes of the same terms and tenor, will authenticate and deliver Definitive NotesNotes in definitive form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of Definitive definitive Notes, shall authenticate and deliver, without service charge to the holders:

Certificated Securities. If The Co-Issuers shall exchange Global Notes for Definitive Notes if: (i) at any time the Depositary notifies the Company Co-Issuers that it is unwilling or unable to continue to act as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a “clearing agency” agency registered under the Exchange Act, and, in either case, the Company Co-Issuers shall appoint a successor Depositary. If not have appointed a successor Depositary is not appointed by the Company within 120 days after the Company Co-Issuers receives such notice or becomes aware of such ineligibility, or (ii) upon written request of a Holder or the Company will Trustee if an Event of Default shall have occurred and be continuing. Upon the occurrence of any of the events set forth in clauses (e)(i) or (e)(ii) of this Section 2.01, the Co-Issuers shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by Upon the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order Global Note for the authentication and delivery of Definitive Notes, such Global Note shall authenticate be cancelled by the Trustee or an agent of the Co-Issuers or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and deliverin such authorized denominations as the Depositary, without service charge pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Co-Issuers or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the holders:Depositary.

Certificated Securities. If at any time the Depositary notifies ----------------------- the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible as a “clearing agency” under the Exchange Actthis Section 2.01, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that the Notes be represented by Notes in global form shall no longer be effective and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive definitive Notes, will authenticate and deliver Definitive Notesdeliver, Notes in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive definitive Notes of the same terms and tenor, will authenticate and deliver Definitive NotesNotes in definitive form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of Definitive definitive Notes, shall authenticate and deliver, without service charge to the holders:

Certificated Securities. If at any time Series C Notes sold to Institutional Accredited Investors shall be issued initially in the Depositary form of a fully registered, certificated Series C Note ("Certificated Securities"). Except as provided in this Section 2.06, owners of beneficial interests in Global Securities shall not be entitled to receive physical delivery of Certificated Securities. Global Securities shall be exchangeable for Certificated Securities if (i) the Depository (x) notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Global Securities or if at any time the Depositary (y) shall no longer be eligible as a “clearing agency” registered or in good standing under the Exchange Act, the Company shall appoint or other applicable statute or regulation, and a successor Depositary. If a successor Depositary Depository for the Global Securities is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibilitycondition. Upon surrender to the Trustee of the typewritten certificate or certificates representing the Global Securities by the Depository, accompanied by registration instructions, the Company will executeTrustee shall execute and authenticate the certificates in accordance with the instructions of the Depository. Neither the Security Registrar nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the Trusteeissuance of Certificated Securities, upon receipt of a Company order for the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to Trustee shall recognize the principal amount Holders of the Global Notes in exchange for such Global NotesCertificated Securities as Holders. The Company Certificated Securities shall be printed, lithographed or engraved or may at be produced in any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms other manner as are is reasonably acceptable to the Company Company, as evidenced by the execution thereof by the Company, and such Depositary. Thereupon, shall bear the legend set forth on Exhibit A hereto unless the Company shall execute, and informs the Trustee upon receipt of a Company order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holders:that such legend is no longer required.

Certificated Securities. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible as a “clearing agency” under the Exchange Actthis Section 2.01, the Company shall appoint a successor Depositary. If a successor Depositary is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 2.02 2.06 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holders:

Certificated Securities. If at any time the Depositary for any Notes represented by one or more Global Notes notifies the Company that it is unwilling or unable to continue as Depositary for such Notes or if at any time the Depositary for such Notes shall no longer be eligible as a “clearing agency” under the Exchange Acteligible, the Company shall appoint a successor DepositaryDepositary with respect to such Notes. If a successor Depositary for such Notes is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election that such Notes be represented by one or more Global Notes shall no longer be effective and the Company will shall execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notesan Authentication Order, will authenticate and deliver Definitive NotesNotes of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Note or Notes representing such Notes in exchange for such Global Note or Notes. The Company may at any time and in its sole discretion determine that the Notes issued in the form of one or more Global Notes shall no longer be represented by such a Global Note or Notes. In such event, the Company will shall execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenoran Authentication Order, will shall authenticate and deliver Definitive Notesdeliver, Notes in definitive registered form, in any authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such Notes, in exchange for such Global Note or Notes. If specified by the Company pursuant to Section 2.02 with respect to Notes represented by a Global NotesNote, the Depositary for such Global Note may surrender such Global Notes Note in exchange in whole or in part for Definitive Notes and of like terms and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes, an Authentication Order shall authenticate and deliver, without service charge to the holders:charge,

Certificated Securities. If The Company shall exchange Global Notes for Definitive Notes if: (1) at any time the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a “clearing agency” agency registered under the Exchange Act, and, in either case, the Company shall appoint a successor Depositary. If not have appointed a successor Depositary is not appointed by the Company within 120 days after the Company receives such notice or becomes aware of such ineligibility, or (2) upon written request of a Holder if a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of the events set forth in clauses (1) or (2) above, the Company will shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified In no event shall the Regulation S Temporary Global Note be exchanged by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of like terms and tenor on such terms as are acceptable any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Company and such DepositarySecurities Act. Thereupon, Upon the Company shall execute, and the Trustee upon receipt exchange of a Company order Global Note for the authentication and delivery of Definitive Notes, such Global Note shall authenticate be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and deliverin such authorized denominations as the Depositary, without service charge pursuant to written instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the holders:Depositary.

Certificated Securities. If The Company shall exchange Global Notes for Definitive Notes if (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a “clearing agency” agency registered under the Exchange Act, and, in either case, the Company shall appoint a successor Depositary. If not have appointed a successor Depositary is not appointed by the Company within 120 90 days after the Company receives such notice or becomes aware of such ineligibilityineligibility or (ii) upon written request of a Holder with respect to any amount of Notes held by such Holder. Notwithstanding any other provision in this Indenture, a Global Note issued pursuant to the preceding sentence 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 directed, and no transfer thereof other than such a transfer may be registered. Every Note authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Note issued pursuant to the first sentence of this paragraph, whether pursuant to this Section 2.01(d) or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note. Upon the occurrence of any of the events set forth in the preceding paragraph, the Company will shall execute, and the Trusteeand, upon receipt of a Company order for an Authentication Order in accordance with Section 2.02 hereof, the authentication and delivery of Definitive Notes, will Trustee shall authenticate and deliver deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount and like terms and tenor equal up to the principal amount of the Global Notes in exchange for such Global Notes. The Company may at any time and in its sole discretion determine that Global Notes shall no longer be represented by such Global Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Notes in or partial exchange for such Global Notes. If specified by the Company pursuant to Section 2.02 with respect to Global Notes, the Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of Definitive Notes, shall authenticate and deliver, without service charge to the holders:.