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

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, and in each case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1i) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2ii) the Company in Company, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3iii) there has occurred and is continuing a Default or an Event of Default with respect and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesminimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: (1) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole Issuers, at their option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the Trusteerequirements of the Depositary, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect and the Depositary notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers Issuers deliver to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the TrusteeTrustee in writing; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Registrar has received a request from the Depositary to issue Definitive Notes. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) the Depositary (a) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to act as Depositary or that it is no longer be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositarydepositary; (2) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global Notes (in whole but not in part) should be exchanged for issuance of the Definitive Notes and delivers a written notice to such effect to the TrusteeNotes; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.10 306 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 312 or Section 2.07 Sections 304 or 2.10 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a311(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b311(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers to Depositary (A) notifies the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue to act as Depositary or that it is no longer has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole Issuers, at their option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notify the Trustee in writing that they elect to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect Default, and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole in part, by the Common Depositary to a nominee of the Common Depositary, by a nominee of the Common Depositary to the Common Depositary or to another nominee of the Depositary, Common Depositary or by the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary. The A beneficial interest in a Global Notes shall Note may not be exchanged by for a Definitive Note unless (i) the Clearing System (x) notifies the Company for Definitive Notes only in the following limited circumstances: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, Clearing System for such Global Note and in each case, (y) a successor Depositary Clearing System is not appointed by the Company within 120 days after the date of such notice from the Common Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the TrusteeTrustee and the Registrar; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (3A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) or (iii) there has will have occurred and is be continuing a Default or Event of Default with respect to the Notes and the Common Depositary requests the issuance of Definitive Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trusteeapplicable Clearing System (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof2.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesif: (1) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Note or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each caseeither event, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary90 days; (2) the Company in Company, at its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes option and delivers a written notice to such effect subject to the Trusteeprocedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in clause (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall of either series will be exchanged by the Company Issuers for Definitive Notes only of the same series in the following limited circumstancesminimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: (1) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Company Issuers, at their option but subject to the requirements of the Depositary, notify the Trustee in its sole discretion determines writing that they elect to cause the Global Notes (in whole but not in part) should be exchanged for issuance of Definitive Notes and delivers a written notice to of such effect to the Trusteeseries; or (3) there has occurred and is continuing a Default or an Event of Default with respect to such series of Notes and the NotesDepositary notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes of such series. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if: (1) at any time the Depositary notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered Act, and, in order to act as depository, and in each either case, the Company shall not have appointed a successor Depositary is not appointed by the Company within 120 days after the date Company receives such notice or becomes aware of such notice from the Depositary; ineligibility, (2) the Company in Company, at its sole discretion option, determines that the Global Notes (in whole but not in part) should shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3) there has occurred and is continuing upon written request of a Holder or the Trustee if a Default or Event of Default with respect to the Notesshall have occurred and be continuing. Upon the occurrence of any of the preceding events set forth in clauses (1), (2) or (3) above, the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Notes shall be issued in exchange for such names as the Depositary shall instruct the TrusteeGlobal Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b), (c) or (cf) hereof. In no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

Transfer and Exchange of Global Notes. (a) A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company an Issuer for Definitive Notes only in the following limited circumstancesif: (1) the Company an Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the U.S. Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company an Issuer within 120 days after the date of such notice from the Depositary; (2) the Company an Issuer, in its sole discretion discretion, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and Holders have requested Definitive Notes. Upon the occurrence of any of the preceding events in (1), (21),(2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 hereofof the Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 2.08 or 2.10 hereofof the Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a)Section, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.3(b), (c) or (cf) hereofhereof upon prior written notice given to the Trustee by or on behalf of the Depositary.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers to Depositary (a) notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to act as Depositary or that it is no longer be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, the Issuer fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositarydepositary; (2) the Company Issuer, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global Notes (in whole but not in part) should be exchanged for issuance of the Definitive Notes and delivers a written notice to such effect to the TrusteeNotes; or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 hereofof the Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 Sections 2.08 or 2.10 hereof, of the Indenture shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.3(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.3(b), (c) or (cf) hereofbelow.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company Co-Obligors for Definitive Notes only in the following limited circumstances: if (1i) the Company delivers Co-Obligors deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Co-Obligors within 120 90 days after the date of such notice from the Depositary; ; (2ii) the Company Co-Obligors in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Co-Obligors for Definitive Notes prior to (3x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.02, 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.02, 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers to Depositary (a) notifies the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to act as Depositary or that it is no longer be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, the Issuers fail to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositarydepositary; (2) the Company Issuers, at their option, notify the Trustee in its sole discretion determines writing that it elects to cause the Global Notes (in whole but not in part) should be exchanged for issuance of the Definitive Notes and delivers a written notice to such effect to the TrusteeNotes; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.10 306 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 312 or Section 2.07 Sections 304 or 2.10 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a311(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b311(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) the Depositary (a) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to act as Depositary or that it is no longer be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositarydepositary; (2) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global Notes (in whole but not in part) should be exchanged for issuance of the Definitive Notes and delivers a written notice to such effect to the TrusteeNotes; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.10 306 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 312 or Section 2.07 Sections 304 or 2.10 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a311(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b311(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstancesif: (1) the Company Issuer delivers to the Trustee notice from the Depositary that it the Depositary is unwilling no longer willing or unable to continue able to act as Depositary or that it is no longer the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered Act, and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the DepositaryDepositary or becoming aware that the Depositary is no longer registered; (2) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or an Event of Default with respect to and DTC requests the issuance of Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Issuer and the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 Sections 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note or, to the extent explicitly provided herein, a Definitive Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or and (cd) hereof. None of the Issuer or the Trustee will be liable for any delay by DTC, its nominee or any direct or indirect DTC participant in identifying the beneficial owners of the Notes. The Issuer and the Trustee may conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the certificated Notes to be issued.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged (or, in the case of clause (iii), exchangeable) by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depositoryAct, and in each case, case the Company fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; ; (2ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of Definitive Notes, subject to the procedures of the Depositary; provided that in no event shall the Legended Regulation S Global Notes (in whole but not in part) should Note be exchanged by the Company for Definitive Notes and delivers a written notice to such effect to the Trusteeother than in accordance with Section 2.06(c)(ii); or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1), (2i) or (3ii) or, upon the request of the Company in the case of (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except as provided in this Section 2.06. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) the Depositary (a) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (b) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, the Company fails to appoint a successor Depositary is not appointed by the Company depositary within 120 days after the date of such notice from the Depositary90 days; (2) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of the Definitive Notes; provided that in no event shall the Regulation S Temporary Global Notes (in whole but not in part) should Note be exchanged for Definitive Certificated Notes prior to (a) the expiration of the Restricted Period and delivers a written notice to such effect to (b) the Trusteereceipt of any certificates required under the provisions of Regulation S; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the a Depositary to a Common Depositary or a nominee of the such Common Depositary, by a Common Depositary or a nominee of the such Depositary to the such Depositary or to another nominee or Common Depositary of the such Depositary, or by the such Common Depositary or Depositary or any such nominee to a successor Depositary or Common Depositary or a nominee of such successor Depositarythereof. The All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstancesRegistered Notes: (1i) if Euroclear or Clearstream notifies the Company delivers to the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, and in each case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trusteedays; or (3ii) there has occurred and is continuing if the owner of a Book-Entry Interest requests such exchange in writing delivered through either Euroclear or Clearstream following a Default or Event of Default with respect to the Notesunder this Indenture. Upon the occurrence of any of the preceding events in (1Section 2.06(a)(i) and Section 2.06(a)(ii), (2) the Issuer shall issue or (3) above, Definitive Notes shall cause to be issued Definitive Registered Notes in such names as the relevant Depositary shall instruct the TrusteeRegistrar. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests . Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (cSection 2.06(c) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not be transferred except as a whole in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The A beneficial interest in a Global Notes shall Note may not be exchanged by for a Physical Note unless (i) the Depositary (x) notifies the Company for Definitive Notes only in the following limited circumstances: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for such Global Note or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 days after days, (ii) subject to the date procedures of such notice from the Depositary; (2) , the Company, at its option, notifies the Trustee in writing that the Company in its sole discretion determines that elects to cause the Global Notes issuance of the Physical Notes, or (in whole but not in partiii) should be exchanged for Definitive Notes and delivers upon request of the Trustee or Holders of a written notice to such effect to majority of the Trustee; or (3) principal amount of outstanding Notes, if there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Physical Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Physical Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1i) the Company delivers to the Trustee notice from the Depositary that (a) it is unwilling or unable to continue to act as Depositary or that (b) it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, the case of (a) and in each case(b), a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global Notes (in whole but not in part) should be exchanged for issuance of the Definitive Notes and delivers a written notice to such effect to the TrusteeNotes; or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Except as otherwise provided above in this Section 2.07(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.07, 2.10 and 2.10 9.05 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 or 9.05 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole by in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of the Depositary, such successor Depositary or by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor of the Depositary or a nominee of or such successor Depositarysuccessor. The A beneficial interest in a Global Notes shall Note may not be exchanged by the Company for a Definitive Notes only in the following limited circumstances: Note unless (1i) the Company delivers to Depositary (x) notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary for such Global Note or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary; 90 days; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3ii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes, or (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes; provided that in no event shall the Regulation S Global Note be exchanged by the Issuer for Definite Notes prior to the expiration of the Restricted Period. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) DTC (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in Company, at its sole discretion determines that option, elects to exchange the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names names, and issued in the approved denominations, as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) upon request of the Trustee or any Holders if there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes and the Depositary shall have requested the issuance of Definitive Notes. Upon the occurrence of any either of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1i) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2ii) the Company in Company, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3iii) there has occurred and is continuing a Default or an Event of Default with respect and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.09, 2.12, 3.06, 4.11(h), 4.17(c) and 2.10 9.04 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.08 or Section 2.07 or 2.10 hereofSections 2.09, 2.12, 3.06, 4.11(h), 4.17(c) and 9.04, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.08(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.08(b), (c) or (cf). Whenever any provision herein (including Section 3.06, 4.11 or 4.17) hereofrefers to issuance by the Company and authentication and delivery by the Trustee of a new Note in exchange for the portion of a surrendered Note that has not been redeemed or repurchased, as the case may be, in lieu of the surrender of any Global Note and the issuance, authentication and delivery of a new Global Note in exchange therefor, the Trustee or the Depositary at the direction of the Trustee may endorse such Global Note to reflect a reduction in the principal amount represented thereby in the amount of Notes so represented that have been so redeemed or repurchased.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) the Depositary (a) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to act as Depositary or that it is no longer be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositarydepositary; (2) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global Notes (in whole but not in part) should be exchanged for issuance of the Definitive Notes and delivers a written notice to such effect to the TrusteeNotes; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.10 306 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 312 or Section 2.07 Sections 304 or 2.10 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a312(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b312(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note representing the Notes may not be transferred except as a whole by the Depositary to a nominee nominees of the Depositary, by a nominee of the Depositary to the Common Depositary or to another nominee a successor of the Depositary, Common Depositary or such successor’s nominee. Transfers of beneficial interests in Global Notes may be affected only through the book-entry system maintained by the Common Depositary or any in compliance with the Applicable Procedures, in each case to the extent applicable to such nominee transaction and in effect from time to a successor Depositary or a nominee of such successor Depositarytime. The All Global Notes shall representing the Notes will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1i) The Common Depositary notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as Common Depositary for the Global Note and the Company thereupon fails to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, and in each case, appoint a successor Depositary is not appointed by the Company common depositary within 120 days after the date of such notice from the Depositary90 days; (2ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global Notes (in whole but not in part) should be exchanged for issuance of the Definitive Notes and delivers a written notice to such effect to representing the TrusteeNotes; or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in clauses (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names as the Common Depositary shall instruct the Trustee. Global Notes representing the Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note representing the Notes may not be exchanged for another Note other than as provided in this Section 2.06(a2.06(a)(ii), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a in whole (but not in part) by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers to Depository (a) notifies the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (b) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary; (2) the Company Issuers in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Notes shall will be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect Issuers, at their option, subject to the TrusteeDepositary’s requirements, notify the Trustee in writing that they elect to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary notifies the Trustee of its decision to exchange Global Notes for Definitive Notes. Upon the occurrence of any either of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 Section 1.07 and 2.10 Section 1.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 1.08 or Section 2.07 1.07 or 2.10 Section 1.09 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (1), (2) or (3) above and pursuant to Sections 1.08(b)(2)(B) and 1.08(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a1.08(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b1.08(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and DTC requests the issuance of Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names names, and issued in any approved denominations, as requested by or on behalf of the Depositary shall instruct to the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clauses (1), (2) or (3) above and pursuant to clause (c) below. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cd) hereof. The Company shall be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All beneficial interests in the Global Notes shall will be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers to Depositary (A) notifies the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole Issuers, at their option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notify the Trustee in writing that they elect to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary notifies the Trustee in writing of its decision to exchange the Global Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstances: if (1i) the Company delivers to Depositary (A) notifies the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depositoryAct, and in each case, case the Issuers fail to appoint a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; ; (2ii) the Company Issuers, at their option, notify the Trustee in its sole discretion determines writing that they elect to cause the issuance of Definitive Notes, subject to the procedures of the Depositary; provided that in no event shall the Legended Regulation S Global Notes (in whole but not in part) should Note be exchanged by the Issuers for Definitive Notes and delivers a written notice to such effect to the Trusteeother than in accordance with Section 2.07(c)(ii); or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. In addition, beneficial interests in a Global Note may be exchanged for Definitive Notes upon request of a Participant (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with the customary procedures of the Depositary and in compliance with this Section 2.07. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except as provided in this Section 2.07. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary with respect to such Global Note to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) such Depositary notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for a Global Note or that it is no longer if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary registered as a clearing agency under the Exchange Act at a time when it is required within 90 days of the notification to the Company or of the Company becoming aware of the Depositary ceasing to be so registered in order to act as depository, and in each case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositaryregistered; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes executes and delivers a written notice to such effect to the TrusteeTrustee an Officer’s Certificate to the effect that such Global Note shall be so exchangeable; or (3) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the NotesGlobal Note. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.8 and 2.10 hereof2.11 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 3.2 or Section 2.07 or 2.10 hereof2.8 and 2.11 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a3.2(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b3.2(b) or (c) hereof).

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstances: if (1i) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; , (2ii) the Company Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there has occurred and is continuing a Default or Event of Default hall have occurred and be continuing with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 4 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a)4, howeverHOWEVER, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof4.2.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Notes Depositary or any such nominee to a successor Notes Depositary or a nominee of such successor Notes Depositary. The A beneficial interest in a Global Notes shall Note may not be exchanged by the Company for a Definitive Notes only in the following limited circumstances: Note unless (1i) the Company delivers to Notes Depositary (x) notifies the Trustee notice from the Depositary Co-Issuers that it is unwilling or unable to continue as Notes Depositary for such Global Note or (y) has ceased to act as Depositary or that it is no longer be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Notes Depositary is not appointed by the Company Co-Issuers within 120 days after the date of such notice from the Depositary; or (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3ii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Notes Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(b)(ii)(B) and Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (cSection 2.06(c) hereof.

Transfer and Exchange of Global Notes. A (i) Except as provided in this Section 3.08 and the sections of the Indenture referenced herein, notwithstanding any other provision in this Indenture, no Global Note may not be transferred except as exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole by or in part may be registered, in the name of any Person other than the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any for such nominee to a successor Depositary Global Notes or a nominee of thereof unless (i) such successor Depositary. The Global Notes shall be exchanged by Depositary or the Trustee has notified the Company for Definitive Notes only in the following limited circumstances: (1) the Company delivers to the Trustee notice from that the Depositary that it (A) is unwilling or unable to continue to act as Depositary for such Global Notes or that it is no longer (B) has ceased to be a clearing agency registered as such under the Exchange Act at a time when it is required to be so registered in order to act as depositoryAct, and in each case, either case the Company fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; notice, (2ii) the Company executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Notes in its sole discretion determines definitive form and that the all Global Notes shall be exchanged in whole for Definitive Notes (in whole but not in part) should which case such exchange shall be exchanged for Definitive Notes and delivers a written notice to such effect to effected by the Trustee; or ) or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon Notwithstanding the occurrence foregoing provisions of any of the preceding events in (1this Section 3.08(a), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.04 and 2.10 3.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a3.08(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b3.08(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers to Depositary (A) notifies the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue to act as Depositary or that it is no longer has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole Issuers, at their option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notify the Trustee in writing that they elect to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect Default, and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstancesminimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: (1) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Company in Issuer, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the Trusteerequirements of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect and the Depositary notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes. Upon the occurrence of any either of the preceding events in (1), ) or (2) or (3) abovein this Section 2.06(a), Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole in part, only by the Common Depositary to a nominee of the Depositary, Common Depositary or by a nominee of the Common Depositary to the Common Depositary or to another nominee of the Depositary, Common Depositary or by the Common Depositary or any such nominee to a successor Depositary common depositary or a nominee of such successor Depositarycommon depositary. The Interests of beneficial owners in the Global Notes shall may be transferred or exchanged by the Company for Definitive Notes only in accordance with the following limited circumstances: provisions of this Indenture and the Applicable Procedures. A Global Note may not be exchanged for a Definitive Note unless (1i) Euroclear or Clearstream notifies the Company delivers to the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under and the Exchange Act at a time when it is required Issuer fails to be so registered in order to act as depository, and in each case, appoint a successor Depositary is not appointed by the Company clearing agency within 120 days after the date of such notice from or (ii) in the Depositary; (2) the Company in its sole discretion determines that the case of any Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) Note there has shall have occurred and is be continuing a Default or an Event of Default with respect to such Global Note and Euroclear and/or Clearstream shall have requested the issuance of Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its Applicable Procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Notes shall may be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Depositary (x) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as depositary for the Global Notes and the Company thereupon fails to act as Depositary appoint a successor depositary within 90 days or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depositoryAct, and in each case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2ii) the Company Company, in its sole discretion discretion, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, (x) the Company shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver, Definitive Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes, and (y) Definitive Notes shall be issued in such names and issued in any approved denominations as the Depositary shall instruct the Trustee. At such time as all beneficial interests in Global Notes have been exchanged for Definitive Notes pursuant to this Section 2.06(a), redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than except as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.;

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers to Depositary (a) notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (b) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, the Issuer fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company Issuer, at its option, notifies the Trustee in its sole discretion determines writing that the Global Notes (in whole but not in part) should be exchanged for Issuer elects to cause the issuance of the Definitive Notes and delivers a written notice to such effect to the TrusteeNotes; or (3) upon request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 2.08 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 2.08 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, Act; and in each either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 90 days after the date becoming aware of such notice from the Depositary; condition; (2ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part) should ); provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and delivers a written notice (B) the receipt by the Registrar of any certificates required pursuant to such effect to Regulation S under the TrusteeSecurities Act; or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes and the Depositary requests Definitive Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Except as otherwise provided above in this Section 2.07(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. The All Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) DTC (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as Depository for the Global Notes and the Company fails to act as Depositary appoint a successor Depository within 90 days after receiving such notice or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required and the Company fails to be so registered in order to act as depository, and in each case, appoint a successor Depositary is not appointed by the Company Depository within 120 90 days after the date becoming aware of such notice from the Depositary; condition; (2ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global Notes issuance of Definitive Notes; or (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary Depository shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or but not in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in of the following limited circumstancessame series if: (1) the Company delivers to Depositary (A) notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Company in Issuer, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect Default, and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange forfor Definitive Notes of temporary Notes of the same series, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the applicable Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarysuccessor. The A beneficial interest in a Global Notes Note shall be exchanged by exchangeable for a Definitive Note of the Company for Definitive Notes only same series if (A) in the following limited circumstances: case of a Dollar Denominated Global Note, the Dollar Depositary (1x) notifies the Company delivers to the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue to act as Depositary for such Global Note or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered Act, and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 days, (B) in the case of a Euro Denominated Global Note, (x) Euroclear or Clearstream notifies the Issuers that it is unwilling or unable to continue as clearing agency or (y) the Common Depositary notifies the Issuers that it is unwilling or unable to continue as common depositary for such Euro Denominated Global Note, and, in either case, a successor Depositary is not appointed by the Issuers within 120 days after or (C) in the date case of such notice from the Depositary; (2) the Company in its sole discretion determines that the any Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) Note, there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notessuch Global Note. Upon the occurrence of any of the preceding events in (1), (2A) or (3B) above, Definitive Notes shall delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the applicable Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (A) or (B) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All beneficial interests in the Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2) the Company in Company, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary notifies the Trustee in writing of its decision to exchange the Global Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note Notes may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Notes shall may be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Depositary (x) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue as depositary for the Global Notes and the Company thereupon fails to act as Depositary appoint a successor depositary within 90 days or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depositoryAct, and in each case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2ii) the Company Company, in its sole discretion discretion, determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, (x) the Company shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver, Definitive Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes, and (y) Definitive Notes shall be issued in such names and issued in any approved denominations as the Depositary shall instruct the Trustee. At such time as all beneficial interests in Global Notes have been exchanged for Definitive Notes pursuant to this Section 2.06(a), redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. Global Notes also may be exchanged or replaced, in whole or in 20 part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than except as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of Definitive Notes; provided that in no event shall the Regulation S Temporary Global Notes (in whole but not in part) should Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and delivers a written notice (B) the receipt by the Registrar of any certificates required pursuant to such effect to Rule 903(b)(3)(ii)(B) under the TrusteeSecurities Act; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.this

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers to Depositary (A) notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Company in Issuer, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect Default, and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) The Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2) the Company in Company, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect Default, and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as specified above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or 2.06, Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) DTC (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depositoryAct, and in each case, case the Company fails to appoint a successor Depositary is not appointed Depositary; (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes; provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trusteeother than in accordance with Section 2.07(c)(ii); or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b) or (c) hereof).

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Company shall exchange Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if: (1) the Company delivers to the Trustee a notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; ; (2) the Company in at its sole discretion option determines that the Global Notes (in whole but not in part) should shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notesshall have occurred and be continuing. Upon the occurrence of any of the preceding events in clauses (1), (2) or (3) above, Definitive Notes shall be issued in denominations of US$2,000 or integral multiples of US$1,000 thereof and in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Notes in the form of Global Notes shall will be exchanged by the Company for Notes in the form of Definitive Notes only in the following limited circumstancesif: (1) DTC (a) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Notes or that it is no longer (b) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global issuance of the Notes (in whole but not in part) should be exchanged for the form of Definitive Notes and delivers a written notice to such effect to the TrusteeNotes; or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes and DTC notifies the Trustee of its decision to exchange the Notes in the form of Global Notes for Notes in the form of Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as otherwise expressly provided in this Section 2.06(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.06(a) or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (ce) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1i) such Depositary (A) has notified the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act its services as Depositary for such Global Security and no successor Depositary has been appointed within 90 days after such notice or that it is no longer (B) ceases to be a “clearing agency agency” registered under Section 17A of the Securities Exchange Act at a time of 1934 when it the Depositary is required to be so registered in order to act as depositorythe Depositary and so notifies the Company, and in each case, a no successor Depositary is not has been appointed by the Company within 120 90 days after the date of such notice from the Depositarynotice; (2ii) the Company in its sole discretion determines at any time that the Notes shall no longer be represented by Global Notes (and shall inform such Depositary of such determination and participants in whole but not such Depositary elect to withdraw their beneficial interests in part) should be exchanged for Definitive the Notes and delivers a written notice from such Depositary, following notification by the Depositary of their right to such effect to the Trusteedo so; or (3iii) there has occurred and such exchange is continuing a Default made following the request by or on behalf of at least 25% of the Beneficial Owners seeking to exercise or enforce their rights under the Securities during the continuance of an Event of Default with respect to the NotesDefault. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall will be issued in such names and in any approved denominations as the Depositary shall will instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.06 and 2.07 and 2.10 hereofof the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.02 or Sections 2.06 or Section 2.07 or 2.10 hereofof the Base Indenture, shall will be authenticated and delivered in the form of, and shall will be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.02(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.02(b), (c) or (cg) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Depositary (x) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary depositary for the Global Notes and the Company thereupon fails to appoint a successor Depositary, or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act at and the Company fails to appoint a time when it is required to be so registered successor, and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or , or (3iii) there has occurred and is continuing a Default or Event of Default with respect to the NotesDefault. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section Sections 2.06(a), however2.07, 2.10 and 10.05 hereof, although beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c), (d) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) The Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2) the Company in Company, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect Default, and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as specified above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or 2.06, Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole by in part, only to the Depositary to a nominee of the Depositary, by or a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The A beneficial interest in a Global Notes shall Note may not be exchanged by for a Definitive Note unless (i) the Depositary (x) notifies the Company for Definitive Notes only in the following limited circumstances: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for such Global Note or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 days after or (ii) if the date beneficial owner of an interest in a Global Note requests such notice from exchange in writing delivered through the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Depositary following an Event of Default with respect to the Notesand commencement of enforcement action under this Indenture. Upon the occurrence of any of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) the Depositary (a) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary depositary for the Global Note or that it is no longer (b) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary90 days; (2) the Company in Company, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notify the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect Default, and the Depositary notifies the Trustee of its decision to exchange the Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary (in accordance with its customary procedures) shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof. None of the Company, the Notes Guarantors or the Trustee will be liable for any delay by the Depositary or any of its Participants in identifying the beneficial owners of the Notes, and the Company, the Notes Guarantors and the Trustee may conclusively rely on and will be protected in relying on instructions from the Depositary or its nominee for all purposes.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or the Company becomes aware that it is no longer DTC has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; Depositary or the date the Company becomes aware of such circumstance; (2) the Company at its option notifies the Trustee in its sole discretion determines writing that it elects to exchange the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the TrusteeNotes; or or (3) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in clause (1), (2) or (3) immediately above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or the applicable provisions of Section 2.07 or 2.10 Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(asubsection 2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(bsubsection 2.07(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The A Global Notes shall will be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesif: (1) the Depositary (a) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary depositary for the Global Note or that it is no longer (b) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary90 days; (2) the Company in Company, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notify the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect Default, and the Depositary notifies the Trustee of its decision to exchange the Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary (in accordance with its customary procedures) shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof. None of the Issuers, the Guarantors or the Trustee will be liable for any delay by the Depositary or any of its Participants in identifying the beneficial owners of the Notes, and the Issuers, the Guarantors and the Trustee may conclusively rely on and will be protected in relying on instructions from the Depositary or its nominee for all purposes.

Transfer and Exchange of Global Notes. (a) A Global Note may be transferred, in whole but not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances:. (b) If at any time, (1) the Depositary notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depositoryand, and in each case, a successor Depositary depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; appointed, (2) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global issuance of Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or certificated form, or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notes, then the Company shall execute, and, subject to Article 2 of the Base Indenture, the Trustee, upon written notice from the Company, shall authenticate and make available for delivery the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such Global Note. In such event the Company shall execute, and subject to Section 2.07 of the Base Indenture, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, shall authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such Global Note. Upon the occurrence of any exchange of the preceding events Global Note for such Notes in (1)definitive registered form without coupons, (2) or (3) abovein authorized denominations, Definitive Notes the Global Note shall be canceled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Depositary Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Global The Trustee shall deliver such Notes also may be exchanged or replaced, to the Depositary for delivery to the Persons in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereofwhose names such Securities are so registered.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Partnership for Definitive Notes only in the following limited circumstances: if (1i) the Company Partnership delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Partnership within 120 90 days after the date of such notice from the Depositary; Depositary or (2ii) the Company Partnership in its sole discretion determines notifies the Trustee in writing that it elects to cause issuance of the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or certificated form. If an Event of Default with respect to occurs and is continuing, the NotesPartnership shall, at the request of the Holder thereof, exchange all or part of a Global Note for one or more Definitive Notes in denominations of $1000 or multiples thereof. Upon the occurrence of any either of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof. Notwithstanding anything in this Section 2.06 to the contrary, no Notes shall be transferred or exchanged for a period of 15 days prior to a selection of Notes to be redeemed pursuant to Article 3.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) The Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2) the Company in Company, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect Default, and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as specified above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarysuccessor. The A beneficial interest in a Global Notes Note shall be exchanged by exchangeable for a Definitive Note if (A) the Depositary notifies the Company for Definitive Notes only in the following limited circumstances: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer for such Global Note, (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depositoryand, and in each casecase of (A) or (B) above, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from or (C) in the Depositary; (2) the Company in its sole discretion determines that the case of any Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) Note, there has shall have occurred and is be continuing a Default or an Event of Default with respect to such Global Note and the Depositary has requested the issuance of Definitive Notes. Upon the occurrence of any of the preceding events in (1A), (2B) or (3C) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (A) or (B) above and pursuant to (c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a)2.06; provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary90 days; (2) the Company in its sole discretion determines Issuers, at their option but subject to the Depositary’s rules, determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes, and the Depositary notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.07 and 2.10 3.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 3.06 or Section 2.07 3.07 or 2.10 3.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a3.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b3.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers to Depositary (a) notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to act as Depositary or that it is no longer be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, the Issuer fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositarydepositary; (2) the Company Issuer, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of the Definitive Notes; provided that in no event shall the Regulation S Temporary Global Notes (in whole but not in part) should Note be exchanged by the Issuer for Definitive Notes and delivers a written notice to such effect prior to the Trusteeexpiration of the Restricted Period; or (3) there has occurred and is continuing a Default or Event of Default with respect to the NotesNotes and the Issuer or a beneficial holder requests such exchange. Upon the occurrence of any either of the preceding events in (1), (2) or (32) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.04 and 2.10 3.06 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 3.11 or Section 2.07 Sections 3.04 or 2.10 3.06 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a3.11(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b3.11(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, Act; and in each either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 90 days after the date becoming aware of such notice from the Depositary; condition; or (2ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part) should ); provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and delivers a written notice (B) the receipt by the Registrar of any certificates required pursuant to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the NotesRule 903. Upon the occurrence of any of the preceding events in clauses (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in partwhole, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Except as otherwise provided above in this Section 2.07(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (cd) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, and in each case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the NotesSecurities. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note Security authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note Security other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A (1) Definitive Notes shall be issued in exchange for interests in the Global Notes only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes or if it at any time ceases to be a "clearing agency" registered under the Exchange Act, if so required by applicable law or regulation and a successor depositary is not appointed by the Company within 90 days, or (y) an Event of Default has occurred and is continuing. In either case, the Company shall execute, and the Trustee shall, upon receipt of an Authentication Order (which the Company agrees to delivery promptly), authenticate and deliver Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Notes in exchange therefor. Definitive Notes issued in exchange for beneficial interests in Global Notes shall be registered in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver or cause to be delivered such Definitive Notes to the persons in whose names such Notes are so registered. Such exchange shall be effected in accordance with the Applicable Procedures. (2) Notwithstanding any other provisions of this Indenture other than the provisions set forth in Section 2.12(a)(1), a Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, Depositary or by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, and in each case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Depositary (x) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary depositary for the Global Notes and the Company thereupon fails to appoint a successor Depositary, or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act at and the Company fails to appoint a time when it is required to be so registered successor, and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or , or (3iii) there has occurred and is continuing a Default or Event of Default with respect to the NotesDefault. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section Sections 2.06(a), however2.07, 2.10 and 9.05 hereof, although beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c), (d) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the a Depositary to a Custodian or a nominee of the Depositarysuch Custodian, by a Custodian or a nominee of the Depositary such Custodian to the such Depositary or to another nominee or Custodian of the such Depositary, or by the such Custodian or Depositary or any such nominee to a successor Depositary or Custodian or a nominee of such successor Depositarythereof. The Transfers between participants in Euroclear and Clearstream will be effected in accordance with Euroclear and Clearstream’s rules and will be settled in immediately available funds. All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstancesNotes: (1) if either Euroclear or Clearstream notifies the Company delivers to the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary or that it the Depositary with whom the Global Notes are deposited is no longer a clearing agency registered under the Exchange Act at a time when it is required unwilling or unable to be so registered in order continue to act as depository, common depository and in each case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositarydays; (2) if Euroclear or Clearstream so request following an Event of Default under the Company Indenture; (3) in whole, but not in part, at any time if the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the TrusteeRegistered Notes; or (34) there has occurred and is continuing if the owner of a Default Book-Entry Interest requests such exchange in writing delivered through either Euroclear or Clearstream following an Event of Default with respect to Default. Each of Euroclear and Clearstream has advised the Notes. Upon Issuer that upon request by an owner of a Book-Entry Interest described in the occurrence of any of the immediately preceding events in clause (14), (2) its current procedure is to request that the Issuer issue or (3) above, Definitive Notes shall cause to be issued Notes in such names as the Depositary shall instruct the Trusteedefinitive registered form to all owners of Book-Entry Interests. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Company delivers to the Trustee notice from the Depositary Depository that it is unwilling or unable to continue to act as Depositary Depository or that it is no longer ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary Depository is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; Depository or of such cessation, (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or Trustee or (3iii) there has occurred and is continuing a Default or an Event of Default with respect has occurred or is continuing and the Registrar has received a request from the Depository to the issue Definitive Notes. Upon the occurrence of any of the preceding events in clauses (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary Depository shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 2.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 2.09 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesif: (1) The Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary Issuers that it is unwilling or unable to continue to act as Depositary or that it is no longer has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole Issuers, at their option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notify the Trustee in writing that they elect to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect Default, and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, Act; and in each either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 90 days after the date becoming aware of such notice from the Depositary; condition; (2ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part) should ); provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and delivers a written notice (B) the receipt by the Registrar of any certificates required pursuant to such effect to Regulation S under the TrusteeSecurities Act; or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes and the Depositary requests Definitive Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Except as otherwise provided above in this Section 2.07(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (cd) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary Depository to a nominee of the DepositaryDepository, by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the DepositaryDepository, or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in (i) if the following limited circumstances: (1) Depository notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, and in each case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that depositary for the Global Notes and the Depository fails to appoint a successor depository within ninety (90) days of such notice, (ii) if the Company, at its option, notifies the Trustee in whole but not in part) should be exchanged for writing that it elects to cause the issuance of Definitive Notes and delivers or (iii) at the request of the Holders of a written notice to such effect to majority of the Trustee; or (3) aggregate principal amount of the outstanding Notes if there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon ; PROVIDED, that in no event shall the occurrence Temporary Reg S Global Notes be exchanged for Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any of certificate identified by the preceding events in (1), (2) Company and its counsel to be required pursuant to Rule 903 or (3) above, Definitive Notes shall be issued in such names as Rule 904 under the Depositary shall instruct the TrusteeSecurities Act. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections SECTIONS 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 SECTION 2.14 or Section SECTION 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(aSECTION 2.14(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(bSECTION 2.14(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The A beneficial interest in a Global Notes shall Note may not be exchanged by the Company for a Definitive Notes only in the following limited circumstances: Note unless (1i) the Company delivers to Depositary notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer the Depositary ceases to be a “clearing agency agency” registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, and in each case, a successor Depositary depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; notice, (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3ii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the NotesNotes or (iii) under the circumstances set forth in Section 2.06(k). Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.06(c) or (e) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or ), (c), (j) and (k) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.06, (i) a Dollar Global Note may be transferred, in whole and not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary thereto or a nominee of such successor Depositarythereto and (ii) a Euro Global Note may be transferred, in whole and not in part, only to another nominee of the Common Depositary or to a successor thereto or a nominee of such successor thereto. The A beneficial interest in a Global Notes shall Note may not be exchanged by for a Definitive Note of the Company for Definitive Notes only in the following limited circumstances: same series unless (1A) the Company delivers if, with respect to the Trustee notice from a Dollar Global Note, the Depositary and, with respect to a Euro Global Note, Euroclear or Clearstream, notifies the Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, depositary and in each case, a successor Depositary depositary is not appointed by the Company Issuer within 120 days after or (B) if the date owner of a Book-Entry Interest requests such notice from exchange in writing delivered through the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default , Euroclear or Clearstream, as applicable, following an Event of Default with respect which results in action by the Trustee pursuant to the NotesArticle VI hereof. Upon the occurrence of any of the preceding events in clauses (1), (2A) or (3B) above, Definitive Notes shall delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct or the TrusteeCommon Depositary, as applicable (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Section Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events in (A) or (B) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by (1) the Depositary to a nominee of the Depositary, by (2) a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by (3) the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Company shall exchange Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if: (1) the Company delivers to the Trustee a notice from the Depositary that it the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; ; or (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or an Event of Default with respect to the Notesshall have occurred and be continuing. Upon the occurrence of any of the preceding events in clauses (1), (2) or (32) above, Definitive Notes shall be issued in denominations of $1,000 or integral multiples thereof and in such names as the Depositary shall instruct the TrusteeTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.7 and 2.10 hereof. Every Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.6 or Section 2.07 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.6(a), however, and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b2.6(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged exchangeable by the Company for Definitive Notes only in the following limited circumstancesNotes, at its option, if: (1) the Depositary (a) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (b) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of the Definitive Notes; provided that in no event shall the Regulation S Temporary Global Notes (in whole but not in part) should Note be exchanged for Definitive Notes prior to (a) the expiration of the Restricted Period and delivers a written notice (b) the receipt of any certificates required pursuant to such effect to Rule 903(b)(3)(ii)(B) under the TrusteeSecurities Act; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary or the applicable depository requests issuance of Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued pursuant to subparagraphs (1), (2) and (3) of this Section 2.06(a) and Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers Issuer deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, and in each case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Company Issuer in its their sole discretion determines determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice deliver an Officer’s Certificate to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the NotesNotes and the Registrar has received a written request from DTC or 30% of the Holders. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the TrusteeTrustee in writing and the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections Section 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstancesif: (1i) the Company delivers to Depositary notifies the Trustee notice from the Depositary Issuer (A) that it is unwilling or unable to continue to act as Depositary or (B) that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; (2ii) the Company in Issuer, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3iii) there has occurred and is continuing a Default or an Event of Default with respect Default, and the Depositary notifies the Trustee of its decision to exchange such Global Notes for Definitive Notes; provided, however, that in no event shall any Regulation S Temporary Global Note be exchanged by the NotesIssuer for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act (or an Opinion of Counsel that such certificates are not required pursuant to Rule 903 under the Securities Act). Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Except as otherwise set forth in this Section 2.07, a Global Note may be transferred, in whole and not be transferred except as a whole in part, only by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The A beneficial interest in a Global Notes shall Note may not be exchanged by the Company for Definitive Notes only in the following limited circumstances: a Physical Note unless (1) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for such Global Note or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; days, (2) subject to the procedures of the Depositary, the Company, at its option, notifies the Trustee in writing that the Company in its sole discretion determines that elects to cause the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to issuance of the Trustee; or Physical Notes, or (3) upon request of the Trustee or Holders of a majority of the principal amount of outstanding Notes, if there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Physical Notes shall delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in such names as any approved denominations, requested by or on behalf of the Depositary shall instruct the Trustee(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Physical Notes issued subsequent to any of the preceding events in (1), (2) or (3) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstancesminimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: (1) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; (2) the Company in Issuer, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the Trusteerequirements of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect and the Depositary notifies the Trustee of its decision to exchange the NotesGlobal Notes for Definitive Notes . Upon the occurrence of any either of the preceding events in (1), ) or (2) or (3) abovein this Section 2.06(a), Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Notes shall will be exchanged by the Company for Definitive Registered Notes only in the following limited circumstances: if (1i) the Depositary (x) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary depositary for the Restricted Global Notes and the Company thereupon fails to appoint a successor Depositary, or that it is no longer (y) has ceased to be a clearing agency registered under the Exchange Act at and the Company fails to appoint a time when it is required to be so registered successor, and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; , (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Registered Notes and delivers a written notice to such effect to the Trustee; or , or (3iii) there has occurred and is continuing a Default or Event of Default with respect to the NotesDefault. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Registered Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a)Sections 2.06, however2.07, 2.10 and 10.05 hereof, although beneficial interests in a Global Note may be transferred and exchanged as provided in this Section 2.06(b) or (c) hereof2.06.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depositoryAct, and in each case, case the Company fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; ; (2ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of Definitive Notes, subject to the procedures of the Depositary; provided that in no event shall the Legended Regulation S Global Notes (in whole but not in part) should Note be exchanged by the Company for Definitive Notes and delivers a written notice to such effect to the Trusteeother than in accordance with ; or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except as provided in this . A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) , or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuer for Definitive Notes only in the following limited circumstancesif: (1i) the Company delivers to Depositary (A) notifies the Trustee notice from the Depositary Issuer that it is unwilling or unable to continue to act as Depositary or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuer within 120 90 days after the date of such notice from the Depositary; (2ii) the Company in Issuer, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notify the Trustee in writing that they have elected to cause the issuance of the Definitive Notes; or (3iii) there has occurred and is continuing a Default or an Event of Default with respect and the Depositary notifies the Trustee of its decision to exchange such Global Note for Definitive Notes; provided that in no event shall the Notes. Temporary Regulation S Global Note be exchanged for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt of any certificates required under the provisions of Regulation S. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. The Trustee shall authenticate such Notes upon receipt of an Authentication Order. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depositoryAct, and in each case, case the Company fails to appoint a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; ; (2ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of Definitive Notes, subject to the procedures of the Depositary; provided that in no event shall the Legended Regulation S Global Notes (in whole but not in part) should Note be exchanged by the Company for Definitive Notes and delivers a written notice to such effect to the Trusteeother than in accordance with Section 2.07(c)(ii); or or (3iii) there has shall have occurred and is be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. In addition, beneficial interests in a Global Note may be exchanged for Definitive Notes upon request of a Participant (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with the customary procedures of the Depositary and in compliance with this Section 2.07. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except as provided in this Section 2.07. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesif: (1) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary90 days; (2) the Company in its sole discretion determines Issuers, at their option but subject to the Depositary’s rules, determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers deliver a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes, and the Depositary notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) The Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2) the Company in Company, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect Default, and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as specified above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except transferred, as a whole and not in part, by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Global Definitive Notes shall be exchanged by issued and delivered to each Person that the Company for Definitive Depositary identifies as a beneficial owner of the related Notes only in the following limited circumstancesif: (1i) the Company delivers to Depositary notifies the Trustee notice from the Depositary Issuer at any time that it is unwilling or unable to continue to act as Depositary or that it for the Global Notes and a successor depositary is no longer not appointed within 90 days; (ii) the Depositary ceases to be registered as a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depository, and in each case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary90 days; (2iii) the Company in Issuer, at its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes option, executes and delivers a written notice to such effect to the TrusteeTrustee and Registrar an Officers’ Certificate pursuant to which it elects to cause the issuance of Definitive Notes; or (3iv) there has occurred and is continuing a Default or an Event of Default with respect to the Notes has occurred and is continuing and the Depositary requests that its Notes be issued in the form of Definitive Notes. Upon the occurrence of any of the preceding events in subclauses (1i), (2ii), (iii) or (3iv) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections this Section 2.07 and 2.10 hereofSections 2.08 and 2.11. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 hereof2.11, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), 2.07; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(bSections 2.07(b) or (c) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company Issuers for Definitive Notes only in the following limited circumstancesminimum denominations of $2,000 and integral multiples of $1,000 in excess thereof if: (1) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole Issuers, at their option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the Trusteerequirements of the Depositary, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect and the Depositary notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and authorized denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1i) the Company delivers to the Trustee notice from the Depositary that it is unwilling Euroclear or unable to continue to act as Depositary or Clearstream that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary clearing agency is not appointed by the Company within 120 days after the date of such notice from the DepositaryEuroclear or Clearstream; (2ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3iii) there has occurred and is continuing a Default or Event of Default with respect the Company delivers to the NotesTrustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary and a successor ▇▇▇▇▇▇▇▇▇▇ is not appointed by the Company within 120 days. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by exchangeable pursuant to Section 2.08 of the Company Original Indenture for Definitive Notes only in the following limited circumstancesif: (1a) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2b) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided, that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (i) the expiration of the Restricted Period and (ii) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (3c) there has occurred and is continuing a Default or an Event of Default with respect to the NotesSenior Notes represented by such Global Note shall have occurred and be continuing. Upon the occurrence of any of the preceding events in (1), (2a) or (3b) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.09 and 2.10 hereof2.12 of the Original Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 Article III or Section 2.07 2.09 or 2.10 hereof2.12 of the Original Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), 3.01; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) 3.02 or (c) 3.03 hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1i) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2ii) the Company in Company, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3iii) there has occurred and is continuing a Default or an Event of Default with respect and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1i), (2ii) or (3iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall will be exchanged by the Company for Definitive Notes only in the following limited circumstancesif: (1) the Depositary (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and, in order to act as depository, and in each either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary; (2) the Company in Company, at its sole discretion determines that the Global Notes (in whole option but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect subject to the TrusteeDepositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (3) there has occurred and is continuing a Default or an Event of Default with respect and the Depositary notifies the Trustee of its decision to the exchange such Global Note for Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.06, 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The All Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances: if (1i) DTC (A) notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes and the Company fails to appoint a successor Depositary within 90 days after receiving such notice or that it is no longer (B) has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depositoryAct, and in each case, case the Company fails to appoint a successor Depositary is not appointed by the Company within 120 90 days after the date becoming aware of such notice from the Depositary; condition; or (2ii) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the issuance of Definitive Notes in exchange for Global Notes (in whole but not in part) should ); provided that in no event shall the Legended Regulation S Global Note be exchanged by the Company for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default other than in accordance with respect to the NotesSection 2.07(c)(ii). Upon the occurrence of any of the preceding events in (1), (2i) or (3ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 2.08 and 2.10 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 2.07 or Section 2.07 2.08 or 2.10 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a2.07(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b2.07(b), (c) or (cf) hereof.

Transfer and Exchange of Global Notes. A (i) Except as provided in this Section 3.08 and the sections of the Indenture referenced herein, notwithstanding any other provision in this Indenture, no Global Note may not be transferred except as exchanged in whole or in part for Definitive Notes, and no transfer of a Global Note in whole by or in part may be registered, in the name of any Person other than the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any for such nominee to a successor Depositary Global Notes or a nominee of thereof unless (i) such successor Depositary. The Global Notes shall be exchanged by Depositary or the Trustee has notified the Company for Definitive Notes only in the following limited circumstances: (1) the Company delivers to the Trustee notice from that the Depositary that it (A) is unwilling or unable to continue to act as Depositary for such Global Notes or that it is no longer a (B) has ceased to be clearing agency registered as such under the Exchange Act at a time when it is required to be so registered in order to act as depositoryAct, and in each case, either case the Company fails to appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; notice, (2ii) the Company executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Notes in its sole discretion determines definitive form and that the all Global Notes shall be exchanged in whole for Definitive Notes (in whole but not in part) should which case such exchange shall be exchanged for Definitive Notes and delivers a written notice to such effect to effected by the Trustee; or ) or (3iii) there has shall have occurred and is be continuing a Default or an Event of Default with respect to the Notes. Upon Notwithstanding the occurrence foregoing provisions of any of the preceding events in (1this Section 3.08(a), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 3.04 and 2.10 3.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a3.08(a), ; however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b3.08(b) or (c) hereof.

Transfer and Exchange of Global Notes. (a) A Global Note may be transferred, in whole but not be transferred except as a whole by the Depositary to a nominee of the Depositaryin part, by a nominee of the Depositary to the Depositary or only to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. The Global Notes shall be exchanged by the Company for Definitive Notes only in the following limited circumstances:. (b) If at any time, (1) the Depositary notifies the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered in order to act as depositoryand, and in each case, a successor Depositary depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; appointed, (2) the Company Company, at its option, notifies the Trustee in its sole discretion determines writing that it elects to cause the Global issuance of Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or certificated form, or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes, then the Company shall execute, and, subject to Article 2 of the Indenture, the Trustee, upon written notice from the Company, shall authenticate and make available for delivery the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such Global Note. In such event the Company shall execute, and subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, shall authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such Global Note. Upon the occurrence of any exchange of the preceding events Global Note for such Notes in (1)definitive registered form without coupons, (2) or (3) abovein authorized denominations, Definitive Notes the Global Note shall be canceled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Depositary Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Global The Trustee shall deliver such Notes also may be exchanged or replaced, to the Depositary for delivery to the Persons in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereofwhose names such Securities are so registered.