Common use of Transfer to Persons Other than Depositary Clause in Contracts

Transfer to Persons Other than Depositary. Notwithstanding any other provision in the Indenture or the Notes, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any person other than the appropriate Depositary or a nominee thereof, unless, (A) in the case of a Global Note, DTC notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note, or DTC ceases to be a “clearing agency” (as such term is defined in Section 17A of the Exchange Act) registered under the Exchange Act, and a successor to DTC is not appointed by the Company within ninety (90) days, (B) the Company executes and delivers to the Trustee and Security Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable, or (C) an Event of Default has occurred and is continuing with respect thereto and the owner of a beneficial interest therein requests such exchange or transfer. Any Global Note exchanged pursuant to Section 2.18(a)(i) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to Section 2.18(a)(vii) above may be exchanged in whole or from time to time in part as directed by DTC. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note, provided that any such Note so issued that is registered in the name of a Person other than the appropriate Depositary or a nominee thereof shall not be a Global Note.

Transfer to Persons Other than Depositary. Notwithstanding any other provision in the this Indenture or the Notes, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any person other than the appropriate Depositary or a nominee thereof, unless, thereof unless (A) in the case of a Dollar Global Note, DTC notifies the Company and the Trustee in writing that it is unwilling or unable to continue as Depositary for such Global Note, or DTC ceases to be a “clearing agency” (as such term is defined in Section 17A of the Exchange Act) "Clearing Agency" registered under the United States Securities Exchange ActAct of 1934, and a successor to DTC depositary is not appointed by the Company within ninety one hundred twenty (90120) days, (B) in the case of a Euro Global Note, Euroclear and CEDEL Bank notify the Company executes and delivers to the Trustee and Security Registrar an Officers’ Certificate stating in writing that they are unwilling or unable to continue as clearing agencies for such Euro Global Note shall be so exchangeableNote, or (C) in the case of a Euro Global Note, the Common Depositary notifies the Company and the Trustee in writing that it is unwilling or unable to continue as Depositary for such Euro Global Note, and a successor Common Depositary is not appointed within one hundred twenty (120) days or (D) in the case of any Global Note, an Event of Default has occurred and is continuing with respect thereto and the owner of a beneficial interest therein requests such exchange or transfer. Any Global Note exchanged pursuant to Section 2.18(a)(iclause (A), (B) or (C) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to Section 2.18(a)(viiclause (D) above may be exchanged in whole or from time to time in part as directed by DTC. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note, provided that any such Note so issued that is registered in the name of a Person other than the appropriate Depositary or a nominee thereof shall not be a Global Note.

Transfer to Persons Other than Depositary. Notwithstanding any other provision in the this Indenture or the Notes, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any person other than the appropriate Depositary or a nominee thereof, unless, thereof unless (A) in the case of a Dollar Global Note, DTC notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note, or DTC ceases to be a “clearing agency” (as such term is defined in Section 17A of the Exchange Act) "Clearing Agency" registered under the United States Securities Exchange ActAct of 1934, and a successor to DTC depositary is not appointed by the Company within ninety one hundred twenty (90120) days, (B) in the case of a Euro Global Note, Euroclear and CEDEL Bank notify the Company executes and delivers that they are unwilling or unable to the Trustee and Security Registrar an Officers’ Certificate stating that continue as clearing agencies for such Euro Global Note shall be so exchangeableNote, or (C) in the case of a Euro Global Note, the Common Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Euro Global Note, and a successor Common Depositary is not appointed within one hundred twenty (120) days or (D) in the case of any Global Note, an Event of Default has occurred and is continuing with respect thereto and the owner of a beneficial interest therein requests such exchange or transfer. Any Global Note exchanged pursuant to Section 2.18(a)(iclause (A), (B) or (C) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to Section 2.18(a)(viiclause (D) above may be exchanged in whole or from time to time in part as directed by DTC. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note, provided PROVIDED that any such Note so issued that is registered in the name of a Person other than the appropriate Depositary or a nominee thereof shall not be a Global Note.