Global Note to Certificated Note. Subject to [Section 2.11(a)], if a holder of a beneficial interest in a Global Note deposited with DTC wishes at any time to transfer its interest in such Global Note to a Person who wishes to take delivery thereof in the form of a corresponding Certificated Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, transfer, or cause the transfer of, such interest for a Certificated Note. Upon receipt by the Registrar of # a certificate substantially in the form of Exhibit B-22] attached hereto executed by the transferee and # appropriate instructions from DTC, if required, the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Global Note by the aggregate principal amount of the beneficial interest in the Global Note to be transferred and record the transfer in the Register in accordance

Certificated Notes to Global Notes. If a holder of a Certificated Note wishes at any time to exchange its interest in such Certificated Note for a beneficial interest in a corresponding Global Note or to transfer such Certificated Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a corresponding Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such Certificated Note for a beneficial interest in a corresponding Global Note. Upon receipt by the Registrar of # a Holder’s Certificated Note properly endorsed for assignment to the transferee, # a certificate substantially in the form of Exhibit B-11] or Exhibit B-22] (as applicable) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B-33] (as applicable) attached hereto executed by the transferee, # instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the applicable Global Notes in an amount equal to the Certificated Notes to be transferred or exchanged, and # a written order given in accordance with DTC’s procedures containing information regarding the Agent Member’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Registrar shall cancel such Certificated Note in accordance with [Section 2.10], record the transfer in the Register in accordance with Section 2.6(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Global Note equal to the principal amount of the Certificated Note transferred or exchanged.

Section # Certificated Notes. (a) A Global Note deposited with DTC pursuant to Section 2.2 shall be transferred in the form of a corresponding Certificated Note to the beneficial owners thereof only if such transfer complies with [Section 2.6] and either # DTC notifies the Co-Issuers that it is unwilling or unable to continue as depository for such Global Note or # at any time DTC ceases to be a Clearing Agency registered under the Exchange Act and, in each case, a successor depository is not appointed by the Co-Issuers within 90 days after such notice. In addition, the owner of a beneficial interest in a Global Note shall be entitled to receive a Certificated Note in exchange for such interest if an Event of Default has occurred and is continuing and such transfer is requested by the Holder of such Global Note.

Transfer of Rule [[Unknown Identifier]] Global Notes to Certificated Notes. If a holder of a beneficial interest in a Rule [[Unknown Identifier]] Global Note deposited with DTC wishes at any time to exchange its interest in such Rule [[Unknown Identifier]] Global Note for a Certificated Note or to transfer its interest in such Rule [[Unknown Identifier]] Global Note to a Person who wishes to take delivery thereof in the form of a Certificated Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for a Certificated Note. Upon receipt by the Trustee or the Registrar of # a certificate substantially in the form of [Exhibit B4] and # appropriate instructions from DTC, if required, the Trustee or the Registrar shall approve the instructions at DTC to reduce, or cause to be reduced, the Rule [[Unknown Identifier]] Global Note by the aggregate principal amount of the beneficial interest in the Rule [[Unknown Identifier]] Global Note to be transferred or exchanged, record the transfer in the Register in accordance with [Section 2.6(a)] and upon execution by the Applicable Issuers authenticate and deliver one or more Certificated Notes, registered in the names specified in the instructions described in [clause (B) above], in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in the Rule [[Unknown Identifier]] Global Note transferred by the transferor), and in Authorized Integrals.

Any Global Note that is transferable in the form of a corresponding Certificated Note to the beneficial owner thereof pursuant to this [Section 2.11] shall be surrendered by DTC to the Trustee’s Corporate Trust Office to be so transferred, in whole or from time to time in part, without charge, and the Applicable Issuer shall execute and the Trustee shall authenticate, or cause the Authenticating Agent to authenticate, and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of definitive physical certificates (pursuant to the instructions of DTC) in authorized denominations. Any Certificated Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided by Section 2.6, bear the legends set forth in [Exhibit A] and shall be subject to the transfer restrictions referred to in such legends.

Transfer of Certificated Notes to Rule [[Unknown Identifier]] Global Notes. If a holder of a Certificated Note wishes at any time to exchange its interest in such Certificated Note for a beneficial interest in a Rule [[Unknown Identifier]] Global Note or to transfer such Certificated Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule [[Unknown Identifier]] Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such Certificated Note for beneficial interest in a Rule [[Unknown Identifier]] Global Note (provided that no IAI or Accredited Investor may hold an interest in a Rule [[Unknown Identifier]] Global Note). Upon receipt by the Trustee or the Registrar of # a Holder’s Certificated Note properly endorsed for assignment to the transferee; # a certificate substantially in the form of Exhibit [[Unknown Identifier]] attached hereto executed by the transferor and certificates substantially in the forms of [Exhibit B3] (provided that no such transferor or transferee certificate shall be required if a holder of a Certificated Note on the Closing Date that has provided all required certifications to the Issuer upon acquisition thereof wishes to exchange a Certificated Note for a Rule [[Unknown Identifier]] Global Note); # instructions given in accordance with DTC’s procedures from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the Rule [[Unknown Identifier]] Global Notes in an amount equal to the Certificated Notes to be transferred or exchanged; and # a written order given in accordance with DTC’s procedures containing information regarding the participant’s account of DTC to be credited with such increase, the Trustee or the Registrar shall cancel such Certificated Note in accordance with [Section 2.10], record the transfer in the Register in accordance with [Section 2.6(a)] and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule [[Unknown Identifier]] Global Note equal to the principal amount of the Certificated Note transferred or exchanged.

Any Global Note that is transferable in the form of a Certificated Note to the beneficial owners thereof pursuant to this [Section 2.11] shall be surrendered by DTC to the Trustee’s designated office located in the United States to be so transferred, in whole or from time to time in part, without charge, and the Applicable Issuers shall execute and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of definitive physical certificates (pursuant to the instructions of DTC) in Authorized Integrals. Any Certificated Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided by [Section 2.6(h) and (i)])], bear the legends set forth in the applicable [Exhibit A] and shall be subject to the transfer restrictions referred to in such legends.