Common use of Transfer of the Global Notes Clause in Contracts

Transfer of the Global Notes. (a) Members of, or participants in, the Clearing System (“Participants”), which may include Euroclear and Clearstream, shall have no rights under this Agreement with respect to the Global Notes held on their behalf by the Clearing System, the Custodian, as its custodian, or under such Global Notes. Cede, as nominee for DTC in respect of the Rule 144A Global Notes and the Regulation S Global Notes, may be treated by the Issuer, the Agents and any other agent of the Issuer or the Agents as the absolute owner of such Rule 144A Global Notes or the Regulation S Global Notes, as applicable, for all purposes whatsoever except as provided in Section 7(b) and to the extent that in accordance with the Clearing System’s published rules and procedures any ownership rights may be exercised by its participants or beneficial owner through participants. Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuer, the Agents or any other agent of the Issuer or the Agents from giving effect to any written certification, proxy or other authorization furnished by the Clearing System or (y) impair, as between the Clearing System and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note. (b) Transfers of the Global Notes shall be limited to transfers of such Global Notes in whole, but not in part, to the Clearing System, its successors or its nominee except as provided below. Interests of beneficial owners in the Global Notes may be transferred in accordance with the rules and procedures of the Clearing System and their Participants and the provisions of Section 6 hereof. In addition, Definitive Notes shall be issued to beneficial owners of interests in a Global Note, in exchange for such beneficial interests, only if (i) (A) the Clearing System notifies the Issuer that it is unwilling or unable to continue as depositary for the Rule 144A Global Notes or the Regulation S Global Notes, as the case may be, or (B) DTC ceases to be a clearing agency registered as such under the Exchange Act at a time when DTC is required to be so registered in order to act as depositary, and, in case of either (A) or (B), a successor depositary, which is a clearing agency registered as such under the Exchange Act, is not appointed by the Issuer within 90 days after receipt of such notice or becoming aware that DTC is no longer so registered, (ii) an event of default (as defined in Condition 9) has occurred and is continuing with respect to the Notes or (iii) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes in definitive form. Upon the occurrence of any event described in clause (i), (ii) or (iii) in the preceding sentence, the Clearing System shall promptly surrender the Global Notes held by it for exchange by the Agents into Definitive Notes in an aggregate principal amount equal to the then outstanding aggregate principal amount of such Global Notes. Any Definitive Notes will be executed by the Issuer and the Notes will be authenticated by the Fiscal Agent and registered in the names, addresses and denominations (in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) provided in a written notice to be given by the Clearing System to the Agents at least five Business Days prior to the date of exchange (which notice shall also specify the taxpayer identification number, if any, of each registered holder) and send other information as the Issuer or the Agents shall reasonably request. The Agents shall promptly cancel and deliver to the Issuer the surrendered Global Notes. (c) Any beneficial interest in a Global Note that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such first Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) The face of any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 5(b) shall, except as otherwise provided by Section 6(i) hereof, be substantially in the form of Exhibit A-3 hereto, including the applicable legend regarding transfer restrictions and the “Form of Transfer Notice” contained therein. (e) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which such registered holder is entitled to take under this Agreement or the Notes.

Transfer of the Global Notes. (a) Members of, or participants in, the a Clearing System (“Participants”), which may include Euroclear and Clearstream in the case of Rule 144A Global Notes held by DTC and may include DTC in the case of the Regulation S Global Note held by Euroclear and/or Clearstream, shall have no rights under this Agreement with respect to the Global Notes held on their behalf by the a Clearing System, the Custodian, as its custodian, or the Common Depositary, as common depositary, or under such Global Notes. Cede, as nominee for DTC in respect of the Rule 144A Global Notes and Citivic, as nominee for Euroclear and Clearstream in respect of the Regulation S Global Notes, may be treated by the Issuer, the Agents and any other agent of the Issuer or the Agents as as‌ the absolute owner of such Rule 144A Global Notes or the Regulation S Global Notes, as applicable, for all purposes whatsoever except as provided in Section 7(b) and to the extent that in accordance with the relevant Clearing System’s published rules and procedures any ownership rights may be exercised by its participants or beneficial owner through participants. Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuer, the Agents or any other agent of the Issuer or the Agents from giving effect to any written certification, proxy or other authorization furnished by the a Clearing System or (y) impair, as between the a Clearing System and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note. (b) Transfers of the Global Notes shall be limited to transfers of such Global Notes in whole, but not in part, to the Clearing SystemSystems, its their successors or its nominee their respective nominees except as provided below. Interests of beneficial owners in the Global Notes may be transferred in accordance with the rules and procedures of the Clearing System Systems and their Participants and the provisions of Section 6 hereof. In addition, Definitive Notes shall be issued to beneficial owners of interests in a Global Note, in exchange for such beneficial interests, only if (i) (A) the relevant Clearing System notifies the Issuer that it is unwilling or unable to continue as depositary for the Rule 144A Global Notes or the Regulation S Global Notes, as the case may be, or (B) DTC ceases to be a clearing agency registered as such under the Exchange Act at a time when DTC is required to be so registered in order to act as depositary, and, in case of either (A) or (B), a successor depositary, which is a clearing agency registered as such under the Exchange ActAct in the case of the Rule 144A Global Notes, is not appointed by the Issuer within 90 days after receipt of such notice or becoming aware that DTC is no longer so registered, (ii) an event of default (as defined in Condition 9) has occurred and is continuing with respect to the Notes or (iii) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes in definitive form. Upon the occurrence of any event described in clause (i), (ii) or (iii) in the preceding sentence, the relevant Clearing System shall promptly surrender the Global Notes held by it for exchange by the Agents into Definitive Notes in an aggregate principal amount equal to the then outstanding aggregate principal amount of such Global Notes. Any Definitive Notes will be executed by the Issuer and the Notes will be authenticated by the Fiscal Agent and registered in the names, addresses and denominations (in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof) provided in a written notice to be given by the relevant Clearing System to the Agents at least five Business Days prior to the date of exchange (which notice shall also specify the taxpayer identification number, if any, any,‌‌‌‌‌ of each registered holder) and send other information as the Issuer or the Agents shall reasonably request. The Agents shall promptly cancel and deliver to the Issuer the surrendered Global Notes. (c) Any beneficial interest in a Global Note that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such first Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) The face of any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 5(b) shall, except as otherwise provided by Section 6(i) hereof, be substantially in the form of Exhibit A-3 hereto, including the applicable legend regarding transfer restrictions and the “Form of Transfer Notice” contained therein. (e) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which such registered holder is entitled to take under this Agreement or the Notes.

Transfer of the Global Notes. (a) The Global Notes initially shall (i) be registered in the name of Cede as nominee for DTC, (ii) be delivered to the Custodian as custodian for DTC and (iii) bear legends as referred to in Section 2(b), substantially in the form provided for in Exhibit A-l and Exhibit A-2 hereof. Members of, or participants in, the Clearing System DTC (“Participants”), which may include Euroclear and Clearstream, ) shall have no rights under this Agreement with respect to the any Global Notes held on their behalf by DTC, or the Clearing System, the Custodian, Custodian as its custodian, or under such Global Notes. Notes and Cede, as nominee for DTC in respect of the Rule 144A Global Notes and the Regulation S Global NotesDTC, may be treated by the Issuer, the Guarantor, the Agents and any other agent of the Issuer Issuer, the Guarantor or the Agents as the absolute owner of such Rule 144A Global Notes or the Regulation S Global Notes, as applicable, for all purposes whatsoever except as provided in Section 7(b) and to the extent that in accordance with the Clearing System’s published rules and procedures any ownership rights may be exercised by its participants or beneficial owner through participantswhatsoever. Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuer, the Guarantor, the Agents or any other agent of the Issuer Issuer, the Guarantor or the Agents from giving effect to any written certification, proxy or other authorization furnished by the Clearing System DTC or (y) impair, as between the Clearing System DTC and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note. (b) Transfers of the Global Notes shall be limited to transfers of such Global Notes in whole, but not in part, to the Clearing SystemDTC, its successors or its nominee their respective nominees except as provided below. Interests of beneficial owners in the Global Notes may be transferred in accordance with the rules and procedures of the Clearing System and their Participants DTC and the provisions of Section 6 hereof. In addition, Definitive Notes shall be issued to beneficial owners of interests in a the Global NoteNotes, in exchange for such beneficial interests, only if (i) DTC (A) the Clearing System notifies the Issuer and the Guarantor that it is unwilling or unable to continue as depositary for the Rule 144A Global Notes or the Regulation S Global Notes, as the case may be, or (B) DTC ceases to be a clearing agency registered as such under the Exchange Act at a time when DTC is required to be so registered in order to act as depositaryAct, and, in case of either (A) or (B), a successor depositary, depositary which is a clearing agency registered as such under the Exchange Act, Act is not appointed by the Issuer within 90 days after receipt of such notice or becoming aware that DTC is no longer so registereddays, (ii) subject to (iii) below, an event Event of default Default (as defined in Condition 9Section 5 of the Conditions) has occurred and is continuing with respect to the Notes or continuing, (iii) in the event of an Event of Default as described in Section 5(b)(viii), 5(b)(ix) and 5(b)(x) of the Conditions, the Issuer has or will become subject fails to adverse tax consequences which would not be suffered were make payment on the Notes when due or (iv) the Issuer or the Guarantor executes and delivers to the Fiscal Agent an order (an “Issuer Order” or “Guarantor Order”) stating that all Global Notes shall be exchanged in definitive formwhole for Definitive Notes (in which case such exchange shall be effected by the Fiscal Agent or the Registrar). Upon the occurrence of any event described in clause (i), (ii), (iii) or (iiiiv) in the preceding sentence, the Clearing System DTC shall promptly surrender the Global Notes held by it for exchange by the Agents Registrar into Definitive Notes in an aggregate principal amount equal to the then outstanding aggregate principal amount of such Global Notes. Any The Issuer shall provide the Registrar with Definitive Notes inventory. Such Definitive Notes will be executed by the Issuer Issuer, endorsed with the Guarantee by the Guarantor, and the Notes will be authenticated by the Registrar or the Fiscal Agent and registered in the names, addresses and denominations (in minimum denominations of U.S.$200,000 US $200,000 and integral multiples of U.S.$1,000 in excess US$1,000 thereof) provided in a written notice to be given by the Clearing System DTC to the Agents Registrar at least five Business Days prior to the date of exchange (which notice shall also specify the taxpayer identification number, if any, of each registered holder) and send other information as the Issuer or the Agents shall reasonably request). The Agents Registrar shall promptly cancel and deliver to the Issuer the surrendered Global Notes. (c) Any beneficial interest in a Global Note that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such first Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) The face of any Definitive Note delivered in exchange for an interest in a one of the Global Note Notes pursuant to paragraph (b) of this Section 5(b) shall, except as otherwise provided by Section 6(i) hereof, be substantially in the form of Exhibit A-3 hereto, including the applicable legend regarding transfer restrictions and the “Form of Transfer Notice” contained therein. (e) The registered holder of a any Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which such registered holder is entitled to take under this Agreement Agreement, the Notes or the NotesGuarantee.

Transfer of the Global Notes. (a) The Global Notes initially shall (i) be registered in the name of Cede as nominee for DTC, (ii) be delivered to the Custodian as custodian for DTC and (iii) bear legends as referred to in Section 2(b), substantially in the form provided for in Exhibit A-1 and Exhibit A-2 hereof. Members of, or participants in, the Clearing System DTC (“Participants”), which may include Euroclear and Clearstream, ) shall have no rights under this Agreement with respect to the any Global Notes held on their behalf by DTC, or the Clearing System, the Custodian, Custodian as its custodian, or under such Global Notes. Notes and Cede, as nominee for DTC in respect of the Rule 144A Global Notes and the Regulation S Global NotesDTC, may be treated by the Issuer, the Guarantor, the Agents and any other agent of the Issuer Issuer, the Guarantor or the Agents as the absolute owner of such Rule 144A Global Notes or the Regulation S Global Notes, as applicable, for all purposes whatsoever except as provided in Section 7(b) and to the extent that in accordance with the Clearing System’s published rules and procedures any ownership rights may be exercised by its participants or beneficial owner through participantswhatsoever. Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuer, the Guarantor, the Agents or any other agent of the Issuer Issuer, the Guarantor or the Agents from giving effect to any written certification, proxy or other authorization furnished by the Clearing System DTC or (y) impair, as between the Clearing System DTC and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note. (b) Transfers of the Global Notes shall be limited to transfers of such Global Notes in whole, but not in part, to the Clearing SystemDTC, its successors or its nominee their respective nominees except as provided below. Interests of beneficial owners in the Global Notes may be transferred in accordance with the rules and procedures of the Clearing System and their Participants DTC and the provisions of Section 6 hereof. In addition, Definitive Notes shall be issued to beneficial owners of interests in a the Global NoteNotes, in exchange for such beneficial interests, only if (i) DTC (A) the Clearing System notifies the Issuer and the Guarantor that it is unwilling or unable to continue as depositary for the Rule 144A Global Notes or the Regulation S Global Notes, as the case may be, or (B) DTC ceases to be a clearing agency registered as such under the Exchange Act at a time when DTC is required to be so registered in order to act as depositaryAct, and, in case of either (A) or (B), a successor depositary, depositary which is a clearing agency registered as such under the Exchange Act, Act is not appointed by the Issuer within 90 days after receipt of such notice or becoming aware that DTC is no longer so registereddays, (ii) subject to (iii) below, an event Event of default Default (as defined in Condition 9Section 5 of the Conditions) has occurred and is continuing with respect to the Notes or continuing, (iii) in the event of an Event of Default as described in Section 5(b)(viii), 5(b)(ix) and 5(b)(x) of the Conditions, the Issuer has or will become subject fails to adverse tax consequences which would not be suffered were make payment on the Notes when due or (iv) the Issuer or the Guarantor executes and delivers to the Fiscal Agent an order (an “Issuer Order” or “Guarantor Order”) stating that all Global Notes shall be exchanged in definitive formwhole for Definitive Notes (in which case such exchange shall be effected by the Fiscal Agent or the Registrar). Upon the occurrence of any event described in clause (i), (ii), (iii) or (iiiiv) in the preceding sentence, the Clearing System DTC shall promptly surrender the Global Notes held by it for exchange by the Agents Registrar into Definitive Notes in an aggregate principal amount equal to the then outstanding aggregate principal amount of such Global Notes. Any The Issuer shall provide the Registrar with Definitive Notes inventory. Such Definitive Notes will be executed by the Issuer Issuer, endorsed with the Guarantee by the Guarantor, and the Notes will be authenticated by the Registrar or the Fiscal Agent and registered in the names, addresses and denominations (in minimum denominations of U.S.$200,000 US$200,000 and integral multiples of U.S.$1,000 in excess $1,000 thereof) provided in a written notice to be given by the Clearing System DTC to the Agents Registrar at least five Business Days prior to the date of exchange (which notice shall also specify the taxpayer identification number, if any, of each registered holder) and send other information as the Issuer or the Agents shall reasonably request). The Agents Registrar shall promptly cancel and deliver to the Issuer the surrendered Global Notes. (c) Any beneficial interest in a Global Note that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such first Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) The face of any Definitive Note delivered in exchange for an interest in a one of the Global Note Notes pursuant to paragraph (b) of this Section 5(b) shall, except as otherwise provided by Section 6(i) hereof, be substantially in the form of Exhibit A-3 hereto, including the applicable legend regarding transfer restrictions and the “Form of Transfer Notice” contained therein. (e) The registered holder of a any Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which such registered holder is entitled to take under this Agreement Agreement, the Notes or the NotesGuarantee.