Common use of Cancellation and/or Adjustment of Global Security Clause in Contracts

Cancellation and/or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, redeemed, repurchased or canceled, such Global Security shall be returned to or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for Definitive Securities, redeemed, repurchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an endorsement shall be made on such Global Security, by the Trustee or the Security Custodian, at the direction of the Trustee to reflect such reduction. (i) General Provisions with respect to Transfer and Exchanges. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Securities and Global Securities at the Registrar's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities (except as otherwise permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to the last paragraph of Section 2.4 or Sections 2.5, 8.6 or 10.8 hereof). (iii) The Trustee shall authenticate Definitive Securities and Global Securities in accordance with the provisions of Section 2.4 hereof. (iv) Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register the transfer or exchange of a Security between a Regular Record Date and the next succeeding Interest Payment Date. (v) Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related Global Security Holder or the Depositary in identifying the beneficial owners of the related Securities and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such Global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). (vi) Neither the Trustee, the Security Registrar nor the Company shall be required (A) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities selected for redemption under Section 10.4 hereof and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. (vii) All Securities and the Subsidiaries Guarantees, if any, noted thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the respective Subsidiary Guarantors, if any, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. (viii) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable federal or state securities law. (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Cancellation and/or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, redeemed, repurchased or canceledcancelled, such Global Security shall be returned to or retained and canceled cancelled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for Definitive Securities, redeemed, repurchased or canceledcancelled, the principal amount of Securities represented by such Global Security shall be reduced and an endorsement shall be made on such Global Security, by the Trustee or the Security Securities Custodian, at the direction of the Trustee Trustee, to reflect such reduction. (i) General Provisions Obligations with respect to Transfer Transfers and ExchangesExchanges of Definitive Securities. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Securities and Global Securities at the Registrar's or co-Registrar's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities (except as otherwise permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer tax taxes, assessments, or similar governmental charge payable upon exchanges not involving any transfer pursuant to the last paragraph of Section 2.4 2.2 (fourth paragraph), 2.10, 3.7, 4.14(e), 9.5, or Sections 2.5, 8.6 or 10.8 hereof10.1 (final paragraph)). (iii) The Trustee shall authenticate Definitive Securities and Global Securities in accordance with the provisions of Section 2.4 hereof. (iv) Notwithstanding any other provisions of this Indenture to the contrary, the Company Registrar or co-Registrar shall not be required to register the transfer of or exchange of a (a) any Definitive Security between a Regular Record Date and selected for redemption in whole or in part pursuant to Article III, except the next succeeding Interest Payment Date. unredeemed portion of any Definitive Security being redeemed in part, (vb) Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related Global Security Holder or the Depositary in identifying the beneficial owners of the related Securities and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such Global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). (vi) Neither the Trustee, the Security Registrar nor the Company shall be required (A) to issue, register the transfer of or exchange any Security during for a period beginning at the opening of business 15 days Business Days before the mailing of a notice of redemption of an offer to repurchase pursuant to Article X or Section 4.14 hereof or redeem Securities selected for redemption under Section 10.4 pursuant to Article III hereof and ending at the close of business on the day of such mailing or (c) any Security which has been surrendered for repurchase at the option of the relevant notice of redemption, Holder pursuant to Article X or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in partSection 4.14 hereof, except the unredeemed portion of any Security being redeemed in part. (vii) All Securities and the Subsidiaries Guaranteesportion, if any, noted thereon issued upon any registration of transfer or exchange of Securities shall such Security not to be the valid obligations of the Company and the respective Subsidiary Guarantors, if any, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchangeso repurchased. (viiiiv) Each Holder of a Security agrees Prior to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange due presentment for registration or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable federal or state securities law. (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest Security, the Trustee, any Agent and the Company may deem and treat the Person in any whose name the Security other than to require delivery is registered as the absolute owner of such certificates and other documentation or evidence as are expressly required bySecurity, and none of the Trustee, Agent or the Company shall be affected by notice to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofcontrary.

Cancellation and/or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, redeemed, repurchased or canceledcancelled, such Global Security shall be returned to or retained and canceled cancelled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for Definitive Securities, redeemed, repurchased or canceledcancelled, the principal amount of Securities represented by such Global Security shall be reduced 41 and an endorsement shall be made on such Global Security, by the Trustee or the Security Securities Custodian, at the direction of the Trustee Trustee, to reflect such reduction. (i) General Provisions Obligations with respect to Transfer Transfers and ExchangesExchanges of Definitive Securities. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee or any authenticating agent of the Trustee shall authenticate Definitive Securities and Global Securities at the Registrar's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities (except as otherwise permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer tax taxes, assessments, or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.2 (fourth paragraph), 2.10, 3.7, 4.14 (clause 8 of the last paragraph of Section 2.4 fifth paragraph), 9.5, or Sections 2.5, 8.6 or 10.8 10.1 hereof). (iii) The Trustee shall authenticate Definitive Securities and Global Securities in accordance with the provisions of Section 2.4 hereof. (iv) Notwithstanding any other provisions of this Indenture to the contrary, the Company Registrar shall not be required to register the transfer of or exchange of a (a) any Definitive Security between a Regular Record Date and selected for redemption in whole or in part pursuant to Article III, except the next succeeding Interest Payment Date. (v) Neither the Company nor the Trustee will have unredeemed portion of any responsibility or liability for any aspect of the records relating toDefinitive Security being redeemed in part, or payments made on account of, Securities by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related Global Security Holder or the Depositary in identifying the beneficial owners of the related Securities and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such Global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). (vib) Neither the Trustee, the Security Registrar nor the Company shall be required (A) to issue, register the transfer of or exchange any Security during for a period beginning at the opening of business 15 days Business Days before the mailing of a notice of an offer to repurchase pursuant to Article X or Section 4.14 hereof or redemption of Securities selected for redemption under Section 10.4 pursuant to Article III hereof and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partmailing. (vii) All Securities and the Subsidiaries Guarantees, if any, noted thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the respective Subsidiary Guarantors, if any, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. (viii) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable federal or state securities law. (ixiv) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofthereof.

Cancellation and/or Adjustment of Global Security. At ------------------------------------------------- such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, redeemed, repurchased or canceledcancelled, such Global Security shall be returned to or retained and canceled cancelled by the TrusteeRegistrar in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for Definitive Securities, redeemed, repurchased or canceledcancelled, the principal amount of Securities represented by such Global Security shall be reduced and an endorsement shall be made on such Global Security, by the Trustee Registrar or the Security Securities Custodian, at the direction of the Trustee Registrar, to reflect such reduction. (i) General Provisions Obligations with respect to Transfer Transfers and ExchangesExchanges of Definitive Securities. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee or any authenticating agent of the Trustee shall authenticate Definitive Securities and Global Securities at the Registrar's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities (except as otherwise permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer tax taxes, assessments, or similar governmental charge payable upon exchanges or transfers pursuant to the last paragraph of Section 2.4 2.2 (fourth paragraph), 2.10, 3.7, 4.14(8), 9.5, or Sections 2.5, 8.6 or 10.8 hereof11.1 (final paragraph)). (iii) The Trustee shall authenticate Definitive Securities and Global Securities in accordance with the provisions of Section 2.4 hereof. (iv) Notwithstanding any other provisions of this Indenture to the contrary, the Company Registrar shall not be required to register the transfer or exchange of a Security between a Regular Record Date and the next succeeding Interest Payment Date. (v) Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related Global Security Holder or the Depositary in identifying the beneficial owners of the related Securities and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such Global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). (vi) Neither the Trustee, the Security Registrar nor the Company shall be required (A) to issue, register the transfer of or exchange (a) any Definitive Security selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Definitive Security being redeemed in part, or (b) any Security during for a period beginning at the opening of business 15 days Business Days before the mailing of a notice of redemption of an offer to repurchase pursuant to Article XI or Section 4.14 hereof or redeem Securities selected for redemption under Section 10.4 pursuant to Article III hereof and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partmailing. (vii) All Securities and the Subsidiaries Guarantees, if any, noted thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the respective Subsidiary Guarantors, if any, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. (viii) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable federal or state securities law. (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Cancellation and/or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, redeemed, repurchased or canceledcancelled, such Global Security shall be returned to or retained and canceled cancelled by the TrusteeTrustee in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for Definitive Securities, redeemed, repurchased or canceledcancelled, the principal amount of Securities Debentures represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security, by the Trustee or the Security Debentures Custodian, at the direction of the Trustee Trustee, to reflect such reduction. (i) General Provisions Obligations with respect to Transfer Transfers and ExchangesExchanges of Definitive Securities. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Securities and a Global Securities Security at the Registrar's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities (except as otherwise permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax tax, assessments or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to the last paragraph of Section 2.4 or Sections 2.5, 8.6 or 10.8 hereof)therewith. (iii) The Trustee shall authenticate Definitive Securities and Global Securities in accordance with the provisions of Section 2.4 hereof. (iv) Notwithstanding any other provisions of this Indenture to the contrary, the Company Registrar or co-registrar shall not be required to register the transfer of or exchange of a (a) any Definitive Security between a Regular Record Date and selected for redemption in whole or in part pursuant to Article 3, except the next succeeding Interest Payment Date. (v) Neither the Company nor the Trustee will have unredeemed portion of any responsibility or liability for any aspect of the records relating toDefinitive Security being redeemed in part, or payments made on account of, Securities by (b) any Debenture during the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related Global Security Holder or the Depositary in identifying the beneficial owners of the related Securities and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such Global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). (vi) Neither the Trustee, the Security Registrar nor the Company shall be required (A) to issue, register the transfer of or exchange any Security during a 15 day period beginning at the opening of business 15 days before preceding the mailing of a notice of redemption of Securities selected for redemption under Section 10.4 hereof and ending at or an offer to repurchase or redeem Debentures or the close of business on the 15 day of such mailing of the relevant notice of redemption, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partperiod preceding an Interest Payment Date. (viiiv) Prior to the due presentation for registration of transfer of any Debenture, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Debenture is registered as the absolute owner of such Debenture for the purpose of receiving payment of principal of and interest on such Debenture and for all other purposes whatsoever, whether or not such Debenture is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (v) All Securities and the Subsidiaries Guarantees, if any, noted thereon Debentures issued upon any registration of transfer or exchange pursuant to the terms of Securities this Indenture shall evidence the same debt and shall be the valid obligations of the Company and the respective Subsidiary Guarantors, if any, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Securities Debentures surrendered upon such registration of transfer or exchange. (viii) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable federal or state securities law. (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.