Common use of Certificated Notes Clause in Contracts

Certificated Notes. (a) The beneficial interests in a Global Note shall be exchanged for certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note only if such exchange complies with Section 2.6 and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act and a successor depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Notes under this Indenture. (b) Any Global Note the beneficial interests of which are to be exchanged pursuant to this Section 2.7 shall be surrendered by the Depository to the Trustee, and the Trustee shall authenticate and deliver an equal aggregate principal amount of certificated Notes of authorized denominations and higher integral multiples of U.S.$1.00. Certificated Notes delivered pursuant to this Section 2.7 shall be registered in such names as the Depository shall direct. Any certificated Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(f), bear the restricted securities legend set forth in Exhibit A hereto. (c) In the event of the occurrence of any of the events specified in Section 2.7(a), the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons.

Certificated Notes. (a) The beneficial interests in a A Global Note deposited with a custodian for DTC, pursuant to Section 2.01 shall be exchanged for transferred in whole to the beneficial owners thereof in the form of certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note only if such exchange transfer complies with Section 2.6 2.06 and (i) the Depository DTC notifies the Company Issuers that it is unwilling or unable to continue to act as Depository for such Global Note or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act depositary and a successor depository depositary is not appointed by the Company Issuers within 90 120 days of such notice, or (ii) the owner of a Book-Entry Interest requests such an exchange in writing delivered through DTC following an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Notes under this Indenture. Notice of any such transfer shall be given by the Issuers in accordance with the provisions of Section 12.02(a). (b) Any Global Note that is transferable to the beneficial interests owners thereof in the form of which are certificated Notes pursuant to this Section 2.10 shall be surrendered by a custodian for DTC, to the Transfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of certificated Notes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be surrendered by the Depository to the Trusteeexecuted, authenticated and the Trustee shall authenticate delivered only in registered form in minimum denominations of $200,000 and deliver an equal aggregate principal amount of certificated Notes of authorized denominations and higher any integral multiples of U.S.$1.00. Certificated Notes delivered pursuant to this Section 2.7 shall be $1,000 in excess thereof and registered in such names as the Depository shall DTC may direct. Any certificated Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(f), bear the restricted securities legend set forth in Exhibit A hereto. (c) In the event that a Global Note becomes exchangeable for certificated Notes, payment of principal, premium, if any, and interest on the certificated Notes will be payable, and the transfer of the occurrence of any of the events specified in Section 2.7(a), the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons.certificated

Certificated Notes. (a) The beneficial interests in a Global Note deposited with the Depository or with the Trustee as Subordinated Note Custodian pursuant to Section 2.02 shall be exchanged for certificated transferred to the beneficial owners thereof in the form of Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note Note, in exchange for such Global Note, only if such exchange transfer complies with Section 2.6 2.05 and (i) the Depository Company notifies the Company Trustee in writing that it the Depository is unwilling no longer willing or unable able to continue act as Depository a depositary for such Global Note the Notes or if at any time such Depository the Depositary ceases to be a "clearing agency" registered under the Exchange Act Act, and a successor depository depositary is not appointed by the Company within 90 days of such noticenotice of cessation, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in at its sole discretion, option notifies the Trustee in writing that it elects to cause the issuance of certificated Certificated Notes under this Indenture, or (iii) upon the occurrence and continuation of an Event of Default. (b) Any Global Note that is transferable to the beneficial interests of which are to be exchanged owners thereof pursuant to this Section 2.7 2.06 shall be surrendered by the Depository to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of certificated Certificated Notes of authorized denominations and higher integral multiples denominations. Any portion of U.S.$1.00. Certificated Notes delivered a Global Note transferred pursuant to this Section 2.7 2.06 shall be executed, authenticated and delivered only in denominations of $1.00 of principal amount and any integral multiple thereof and registered in such names as the Depository shall direct. Any certificated Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(f), bear the restricted securities legend set forth in Exhibit A hereto. (c) In the event of the occurrence of any of the events specified in Section 2.7(a), the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons.

Certificated Notes. (a) The beneficial interests in a A Restricted Global Note deposited with the Depository or with the Trustee as custodian for the Depository pursuant to Section 2.1 shall be exchanged for transferred to the beneficial owners thereof in the form of certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note Note, in exchange for such Global Note, only if such exchange transfer complies with Section 2.6 2.3 and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Restricted Global Note or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act and and, in either case, a successor depository depositary is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing and the Depository requests the Trustee or the Company that certificated Notes be issued or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Notes under this Indenture. (b) Any Restricted Global Note that is transferable to the beneficial interests of which are to be exchanged owners thereof pursuant to this Section 2.7 2.4 shall be surrendered by the Depository to the TrusteeTrustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver deliver, upon such transfer of each portion of such Restricted Global Note, an equal aggregate principal amount of certificated Initial Notes of authorized denominations and higher integral multiples of U.S.$1.00denominations. Certificated Notes delivered pursuant to this Section 2.7 shall be registered in such names as the Depository shall direct. Any certificated Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(f), bear the restricted securities legend set forth in Exhibit A hereto. (c) In the event of the occurrence of any of the events specified in Section 2.7(a), the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons.Any

Certificated Notes. (a) The beneficial interests in a A Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary pursuant to Section 2.1 shall be exchanged for transferred to the beneficial owners thereof in the form of Notes in certificated Notes form in an aggregate principal amount equal to the principal amount of such Global Note Note, in exchange for such Global Note, only if such exchange transfer complies with Section 2.6 2.3 and (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for such Global Note or if at any time such Depository Depositary ceases to be a "clearing agency" registered under the Exchange Act and a successor depository depositary is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Notes in certificated Notes form under this IndentureSupplemental Indenture No. 2. (b) Any Global Note that is transferable to the beneficial interests of which are to be exchanged owners thereof pursuant to this Section 2.7 2.4 shall be surrendered by the Depository Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of certificated Initial Notes of authorized denominations and higher integral multiples denominations. Any portion of U.S.$1.00. Certificated Notes delivered a Global Note transferred pursuant to this Section 2.7 2.4 shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depository Depositary shall direct. Any certificated Initial Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(f2.3(d), bear the restricted securities notes legend set forth in Exhibit A 1 hereto. (c) In the event of the occurrence of any of the events specified in Section 2.7(a), the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons.

Certificated Notes. (a) The beneficial interests in a A Global Note deposited with the Depository or with the Trustee as custodian for the Depository pursuant to Section 2.1 shall be exchanged for certificated transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note Note, in exchange for such Global Note, only if such exchange transfer complies with Section 2.6 2.3 hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a "“clearing agency" ” registered under the Exchange Act and and, in either case, a successor depository Depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Definitive Notes under this IndentureIndenture or (iii) an Event of Default has occurred and is continuing. (b) Any Global Note that is transferable to the beneficial interests of which are to be exchanged owners thereof pursuant to this Section 2.7 2.4 shall be surrendered by the Depository to the TrusteeTrustee at the Corporate Trust Office of the Trustee to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of certificated Definitive Notes of authorized denominations and higher integral multiples denominations. Any portion of U.S.$1.00. Certificated Notes delivered a Global Note transferred pursuant to this Section 2.7 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depository shall direct. Any certificated Definitive Note delivered in exchange for an interest in the Global a Note shall, except as otherwise provided by Section 2.6(f)2.3(e) hereof, bear the restricted securities legend and definitive note legend set forth in Exhibit A hereto. (c) In the event of the occurrence of any of the events specified in Section 2.7(a), the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons.

Certificated Notes. (a) The beneficial interests in a Global Note deposited with the ------------------- Depositary or with the Trustee as Subordinated Note Custodian pursuant to Section 2.02 shall be exchanged for certificated transferred to the beneficial owners thereof in the form of Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note Note, in exchange for such Global Note, only if such exchange transfer complies with Section 2.6 2.05 and (i) the Depository Company notifies the Company Trustee in writing that it the Depositary is unwilling no longer willing or unable able to continue act as Depository a depositary for such Global Note the Notes or if at any time such Depository the Depositary ceases to be a "clearing agency" registered under the Exchange Act Act, and a successor depository depositary is not appointed by the Company within 90 days of such noticenotice of cessation, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in at its sole discretion, option notifies the Trustee in writing that it elects to cause the issuance of certificated Certificated Notes under this Indenture, or (iii) upon the occurrence and continuation of an Event of Default. (b) Any Global Note that is transferable to the beneficial interests of which are to be exchanged owners thereof pursuant to this Section 2.7 2.06 shall be surrendered by the Depository Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of certificated Certificated Notes of authorized denominations and higher integral multiples denominations. Any portion of U.S.$1.00. Certificated Notes delivered a Global Note transferred pursuant to this Section 2.7 2.06 shall be executed, authenticated and delivered only in denominations of $1.00 of principal amount and any integral multiple thereof and registered in such names as the Depository Depositary shall direct. Any certificated Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(f), bear the restricted securities legend set forth in Exhibit A hereto. (c) In the event of the occurrence of any of the events specified in Section 2.7(a), the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons.

Certificated Notes. Except as provided in this subparagraph (a) The beneficial interests c), ------------------ Notes will not be issued in a Global Note shall be exchanged for certificated Notes in an aggregate principal amount equal to definitive registered form. If at any time the principal amount of such Global Note only if such exchange complies with Section 2.6 and (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository depositary for such the Global Note Notes or if at any time such Depository the Depositary ceases to be a "clearing agency" agency registered under the Exchange Act and Act, or otherwise ceases to be eligible to be a depositary, the Company shall appoint a successor depository depositary with respect to the Global Notes. If a successor depositary for the Global Notes is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such noticeineligibility, or the Company shall execute Notes in definitive registered form without coupons (ii"Certificated Notes") and the Trustee, upon receipt thereof, shall authenticate and deliver such Certificated Notes, in denominations of U.S.$1,000 and integral multiples thereof, in an aggregate principal amount equal to the aggregate principal amount of such Global Notes as of the exchange date. Upon the exchange of the Global Notes for Certificated Notes, the Trustee shall cancel such Global Notes. In addition, if there is an Event of Default has occurred and is continuing under the Notes or (iii) the CompanyIndenture, in its sole discretionthe Depositary will, notifies if the Trustee in writing that it elects to cause the issuance of certificated Notes under this Indenture. (b) Any Global Note the beneficial interests of which are to be exchanged pursuant to this Section 2.7 shall be surrendered by the Depository to the Trusteeso requests, and the Trustee shall authenticate and deliver an equal aggregate principal amount of certificated Notes of authorized denominations and higher integral multiples of U.S.$1.00. Certificated Notes delivered pursuant to this Section 2.7 shall be registered in such names as the Depository shall direct. Any certificated Note delivered in exchange for an interest in the Global Note shallNotes for Certificated Notes, except as otherwise provided by Section 2.6(f), bear the restricted securities legend set forth in Exhibit A hereto. (c) which will be distributed to its participants. In the event of the occurrence of any either of the events specified in this Section 2.7(a2.01(c), the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest couponsCertificated Notes.