Common use of Transfers of a Global Clause in Contracts

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) upon request of an Agent Member (for itself or on behalf of a beneficial holder) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and (ii) Physical Notes shall be transferred to beneficial owners in exchange for their beneficial interests in the Global Notes in the event that (A) the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary for the applicable Global Note and a successor depositary is not appointed by the Company within 90 days or (2) the Depositary ceases to be a "Clearing Agency" registered under the Exchange Act , (B) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Physical Notes under this Indenture or (C) there shall have occurred and be continuing a Default or Event of Default. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to paragraph (b) of this Section 3.13, the Registrar shall record on its books and records (and make a notation on the Global Note of) the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. In connection with a transfer of an entire Global Note to beneficial owners pursuant to clause (ii) of this paragraph (b), the applicable Global Note 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 the Depositary in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of Physical Notes of authorized denominations.

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) upon request as required in connection with transfers of an Agent Member (for itself interests therein pursuant to Section 3.14(b) or on behalf of a beneficial holder3.14(g) or as may be required by written notice given to the Issuers or the Trustee by or on behalf of the Depositary in accordance connection with customary procedures of the Depositary transfers pursuant to Section 3.14(i), and (ii) that U.S. Physical Notes or, subject to Section 3.14(h), Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Notes Note or the Offshore Global Note, respectively, in the event that (A) the Depositary (1) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for the applicable Global Note and a successor depositary is not appointed by the Company Issuers within 90 days or (2) the Depositary ceases to be a "Clearing Agency" registered under the Exchange Act , (B) an Event of Default has occurred and is continuing and the CompanyRegistrar has received a request from the Depositary. In addition, beneficial interests in a Global Note may be exchanged for Physical Notes upon request but only upon at its option, notifies least 20 days' prior written notice given to the Trustee by or on behalf of the Depository in writing that it elects to cause the issuance of Physical Notes under this Indenture or (C) there shall have occurred and be continuing a Default or Event of Defaultaccordance with customary procedures. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to paragraph (b) of this Section 3.133.13(b), the Registrar shall record on its books and records (and make a notation on the Global Note of) the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. In connection with a transfer of an entire Global Note to beneficial owners pursuant to clause (ii) of this paragraph (b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of U.S. Physical Notes (in the case of the U.S. Global Note) or Offshore Physical Notes (in the case of the Offshore Global Note), as the case may be, of authorized denominations.

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) upon request as required in connection with transfers of an Agent Member (for itself interests therein pursuant to Section 3.14(b) or on behalf of a beneficial holder3.14(g) or as may be required by written notice given to the Company or the Trustee by or on behalf of the Depositary in accordance connection with customary procedures of the Depositary transfers pursuant to Section 3.14(i), and (ii) that U.S. Physical Notes or, subject to Section 3.14(h), Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Notes Note or the Offshore Global Note, respectively, in the event that (A) the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary for the applicable Global Note and a successor depositary is not appointed by the Company within 90 days or (2) the Depositary ceases to be a "Clearing Agency" registered under the Exchange Act , (B) an Event of Default has occurred and is continuing and the CompanyRegistrar has received a request from the Depositary. In addition, beneficial interests in a Global Note may be exchanged for Physical Notes upon request but only upon at its option, notifies least 20 days' prior written notice given to the Trustee by or on behalf of the Depository in writing that it elects to cause the issuance of Physical Notes under this Indenture or (C) there shall have occurred and be continuing a Default or Event of Defaultaccordance with customary procedures. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to paragraph (b) of this Section 3.133.13(b), the Registrar shall record on its books and records (and make a notation on the Global Note of) the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. In connection with a transfer of an entire Global Note to beneficial owners pursuant to clause (ii) of this paragraph (b), the applicable Global Note 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 the Depositary in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of U.S. Physical Notes (in the case of the U.S. Global Note) or Offshore Physical Notes (in the case of the Offshore Global Note), as the case may be, of authorized denominations.

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) upon request . Interests of an Agent Member (for itself or on behalf of beneficial owners in a beneficial holder) by written notice given to the Trustee by or on behalf of the Depositary Global Note may be transferred in accordance with customary Section 2.15 and the rules and procedures of the Depositary and (ii) Physical Depositary. In addition, certificated Notes shall be transferred to beneficial owners in exchange for their beneficial interests in the Global Notes in the event that only if (Ai) the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary for the applicable Global Note Notes and a successor depositary is not appointed by the Company within 90 days or of such notice, (2ii) the Depositary ceases to be a "Clearing Agency" “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice, (Biii) an Event of Default of which a Responsible Officer of the Trustee has written notice has occurred and is continuing and the Registrar has received a request from any Holder of a Global Note to issue such certificated Notes or (iv) the Company, at in its optionsole discretion, notifies the Trustee in writing that it elects to cause the issuance of Physical Notes under this Indenture or certificated Notes. (Cc) there shall have occurred and be continuing a Default or Event of Default. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to paragraph (b) of this Section 3.13, the Registrar shall record on its books and records (and make a notation on the Global Note of) the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. In connection with a transfer of an entire Global Note to beneficial owners pursuant to clause (ii) of this paragraph (bSection 2.6(b), the applicable such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, deliver to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the applicable such Global Note, Note an equal aggregate principal amount at maturity of Physical certificated Notes of authorized denominations. (d) 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 a Holder is entitled to take under this Indenture or the Notes.

Transfers of a Global. Note Security shall be limited to transfers of such Global Note Security in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) upon request . Interests of an Agent Member (for itself or on behalf of beneficial owners in a beneficial holder) by written notice given to the Trustee by or on behalf of the Depositary Global Secu- rity may be transferred in accordance with customary the rules and procedures of the Depositary De- positary and (ii) the provisions of Section 2.09. In addition, U.S. Physical Notes Secu- rities and Offshore Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Notes in Security or the event that Offshore Global Security, respectively, if (Ai) the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary for the applicable U.S. Global Note Security or the Offshore Global Security, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice or (2ii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary ceases to issue such Physical Securities. (c) Any beneficial interest in one of the Global Securities that is trans- ferred to a person who takes delivery in the form of an interest in the other Global Security will, upon transfer, cease to be a "Clearing Agency" registered under an interest in such Global Security and become an interest in the Exchange Act other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. (Bd) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Physical Notes under this Indenture or (C) there shall have occurred and be continuing a Default or Event of Default. In connection with any transfer or exchange of a portion of the beneficial interest interests in any the U.S. Global Note Security to beneficial owners for Physical Notes pursuant to paragraph (b) of this Section 3.13and Section 2.09 (a)(ii), the Registrar shall record reflect on its books and records (and make a notation on the Global Note of) the date and a decrease in the principal amount of such the U.S. Global Note Security in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note being Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more U.S. Physical Notes Securities of like tenor and principal amount of authorized denominationsamount. (e) In connection with a the transfer of an the entire U.S. Global Note Security or Offshore Global Security to beneficial owners pursuant to clause paragraph (iib) of this paragraph (b)Section, the applicable U.S. Global Note Security or Offshore Global Security, as the case may be, shall be deemed to be surrendered to the Trustee for cancellationcancella- tion, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by the Depositary Depos- itary in exchange for its beneficial interest in the applicable U.S. Global NoteSecurity or Offshore Global Security, an equal aggregate principal amount at maturity of Physical Notes of authorized denominations.as 34