Common use of Book-Entry Provisions for Global Debentures Clause in Contracts

Book-Entry Provisions for Global Debentures. The Global Debentures shall (i) be in bearer form in accordance with Section 2.1of this Indenture and (ii) be delivered to the Trustee as custodian for The Depository Trust Company ("DTC"). Rights of members of, or participants in DTC shall be limited with respect to any Global Debenture held on their behalf by the Trustee in accordance with Section 2.13 hereof. Transfers of a Global Debenture shall be limited to transfers of such Global Debenture in whole, but not in part, to DTC. Interests of beneficial owners in a Global Debenture may be transferred in accordance with the rules and procedures of DTC, and the provisions of this Article 2. Physical Debentures shall be transferred to all beneficial owners, as definitive registered Securities, in exchange for their beneficial interests in the Global Debentures, only if (i) DTC notifies the Company or the Trustee that it is unwilling or unable to continue as depositary for the Global Debentures, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice; (ii) at any time, the Company determines that the Global Debentures, in whole but not in part, should be exchanged for definitive registered Securities, but only if, such exchange is required by any applicable law, any event beyond the control, or payments on any Global Debenture, depositary interest or book-entry interest, or would become, subject to any deduction or withholding for taxes; (iii) the Trustee is at any time unwilling or unable to continue as book-entry depositary and the Company does not appoint a successor within 90 days; or (iv) an Event of Default has occurred and is continuing and the Trustee has received a request to the foregoing effect from the Holder. In connection with any transfer of a portion of the beneficial interests in a Global Debenture to beneficial owners pursuant to the above paragraph of this Section 2.07, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Debenture in an amount equal to the principal amount of the beneficial interest in such Global Debenture to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to each beneficial owner identified by the Depositary or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. In connection with the transfer of the entire Global Debenture to beneficial owners pursuant to this Section 2.07, the Global Debenture shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. The registered holder of a Global Debenture may grant proxies and otherwise authorize any person to take any action which a Holder is entitled to take under this Indenture or the Securities. Beneficial owners of interests in a Global Debenture may receive Physical Debentures in accordance with the procedures of DTC. In connection with the execution, authentication and delivery of such Physical Debentures, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Debenture, in registered form, equal to the principal amount of such Physical Debentures and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Debentures having an equal aggregate principal amount.

Book-Entry Provisions for Global Debentures. The Global Debentures shall (i) be in bearer form in accordance with Section 2.1of this Indenture and (ii) be delivered to the Trustee as custodian for The Depository Trust Company ("DTC"). Rights of members of, or participants in DTC shall be limited with respect to any Global Debenture held on their behalf by the Trustee in accordance with Section 2.13 hereof. Transfers of a Global Debenture shall be limited to transfers of such Global Debenture in whole, but not in part, to DTC. Interests of beneficial owners in a Global Debenture may be transferred in accordance with the rules and procedures of DTC, and the provisions of this Article 2. Physical Debentures shall be transferred to all beneficial owners, as definitive registered Securities, in exchange for their beneficial interests in the Global Debentures, only if (i) DTC notifies the Company or the Trustee that it is unwilling or unable to continue as depositary for the Global Debentures, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice; (ii) at any time, the Company determines that the Global Debentures, in whole but not in part, should be exchanged for definitive registered Securities, but only if, such exchange is required by any applicable law, any event beyond the control, or payments on any Global Debenture, depositary interest or book-entry interest, or would become, subject to any deduction or withholding for taxes; (iii) the Trustee is at any time unwilling or unable to continue as book-entry depositary and the Company does not appoint a successor within 90 days; or (iv) an Event of Default has occurred and is continuing and the Trustee has received a request to the foregoing effect from the Holder. In connection with any transfer of a portion of the beneficial interests in a Global Debenture to beneficial owners pursuant to the above paragraph of this Section 2.072.8, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Debenture in an amount equal to the principal amount of the beneficial interest in such Global Debenture to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to each beneficial owner identified by the Depositary or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. In connection with the transfer of the entire Global Debenture to beneficial owners pursuant to this Section 2.07, the Global Debenture shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. The registered holder of a Global Debenture may grant proxies and otherwise authorize any person to take any action which a Holder is entitled to take under this Indenture or the Securities. Beneficial owners of interests in a Global Debenture may receive Physical Debentures in accordance with the procedures of DTC. In connection with the execution, authentication and delivery of such Physical Debentures, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Debenture, in registered form, equal to the principal amount of such Physical Debentures and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Debentures having an equal aggregate principal amount.

Book-Entry Provisions for Global Debentures. The Global Debentures shall (i) be in bearer form in accordance with Section 2.1of 2.1 of this Indenture and (ii) be delivered to the Trustee as custodian for The Depository Trust Company ("DTC"). Rights of members of, or participants in DTC shall be limited with respect to any Global Debenture held on their behalf by the Trustee in accordance with Section 2.13 hereof. Transfers of a Global Debenture shall be limited to transfers of such Global Debenture in whole, but not in part, to DTC. Interests of beneficial owners in a Global Debenture may be transferred in accordance with the rules and procedures of DTC, and the provisions of this Article 2. Physical Debentures shall be transferred to all beneficial owners, as definitive registered Securities, in exchange for their beneficial interests in the Global Debentures, only if (i) DTC notifies the Company or the Trustee that it is unwilling or unable to continue as depositary for the Global Debentures, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice; (ii) at any time, the Company determines that the Global Debentures, in whole but not in part, should be exchanged for definitive registered Securities, but only if, such exchange is required by any applicable law, any event beyond the control, or payments on any Global Debenture, depositary interest or book-entry interest, or would become, subject to any deduction or withholding for taxes; (iii) the Trustee is at any time unwilling or unable to continue as book-entry depositary and the Company does not appoint a successor within 90 days; or (iv) an Event of Default has occurred and is continuing and the Trustee has received a request to the foregoing effect from the Holder. In connection with any transfer of a portion of the beneficial interests in a Global Debenture to beneficial owners pursuant to the above paragraph of this Section 2.07, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Debenture in an amount equal to the principal amount of the beneficial interest in such Global Debenture to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to each beneficial owner identified by the Depositary or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. In connection with the transfer of the entire Global Debenture to beneficial owners pursuant to this Section 2.07, the Global Debenture shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. The registered holder of a Global Debenture may grant proxies and otherwise authorize any person to take any action which a Holder is entitled to take under this Indenture or the Securities. Beneficial owners of interests in a Global Debenture may receive Physical Debentures in accordance with the procedures of DTC. In connection with the execution, authentication and delivery of such Physical Debentures, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Debenture, in registered form, equal to the principal amount of such Physical Debentures and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Debentures having an equal aggregate principal amount.