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, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred or exchanged for Physical Notes unless (i) the Company has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures of the Depositary and the provisions of Sections 305 and 313. Subject to the limitation on issuance of Physical Notes set forth in Section 313(c), Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i) the Depositary notifies the Company at any time that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed within 120 days; (ii) the Depositary ceases to be registered as a “Clearing Agency” under the Exchange Act and a successor depositary is not appointed within 120 days; (iii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of Physical Notes; or (iv) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the Depositary to issue Physical Notes.

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred or exchanged for Physical Notes Notes, unless (i) the Company has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures of the Depositary and the provisions of Sections 305 3.05 and 3133.13. Subject to the limitation on issuance of Physical Notes set forth in Section 313(c3.13(3), U.S. Physical Notes or Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant U.S. Global Note or the relevant Offshore Global Note, respectively, if (i) the Depositary notifies the Company at any time that it is unwilling or unable to continue as Depositary for the applicable Global Notes and a successor depositary is not appointed within 120 days; (ii) Note or the Depositary ceases to be registered as a “"Clearing Agency” " registered under the Exchange Act and the Company is unable to locate a qualified successor depositary is not appointed within 120 90 days; , (iiiii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Physical Notes; Notes under this Indenture or (iviii) an Event of Default shall have has occurred and be is continuing with respect to the Notes and the Trustee Note Registrar has received a written request from the Depositary to issue Physical Notes.

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred or exchanged for Physical Notes Notes, unless (i) the Company has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures of the Depositary and the provisions of Sections 305 and 313. Subject to the limitation on issuance of Physical Notes set forth in Section 313(c313(3), U.S. Physical Notes or Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant U.S. Global Note or the relevant Offshore Global Note, respectively, if (i) the Depositary notifies the Company at any time that it is unwilling or unable to continue as Depositary for the applicable Global Notes and a successor depositary is not appointed within 120 days; (ii) Note or the Depositary ceases to be registered as a “"Clearing Agency” " registered under the Exchange Act and a successor depositary is not appointed by the Company within 120 90 days; , (iiiii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Physical Notes; Notes under this Indenture or (iviii) an Event of Default shall have has occurred and be is continuing with respect to the Notes and the Trustee Note Registrar has received a written request from the Depositary to issue Physical Notes.

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note Notes may not be transferred or exchanged for Physical Notes unless (i) the Company has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures of the Depositary and the provisions of Sections 305 and 313Section 2.08. Subject to the limitation on issuance of In addition, U.S. Physical Notes set forth in Section 313(c), and Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant U.S. Global NoteNotes or the Offshore Global Notes, as the case may be, if (i) the Depositary notifies the Company at any time that it is unwilling or unable to continue as Depositary for the U.S. Global Notes or the Offshore Global Notes, as the case may be, and a successor depositary is not appointed by the Company within 120 days; 90 days of such notice, (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or the Trustee, (iii) the Depository ceases to be registered as a “Clearing Agency” "clearing agency" under the Exchange Act and a successor depositary is not appointed within 120 days; Act, (iiiiv) the Company, at its option, notifies executes and delivers to the Trustee a Company Order to the effect that it elects to cause the issuance of such Global Note shall be so exchangeable into U.S. Physical Notes and Offshore Physical Notes; , or (ivv) an Event in accordance with the rules and procedures of Default shall have occurred and be continuing with respect to the Notes Depositary and the Trustee has received a written request from the Depositary to issue Physical Notesprovisions of Section 2.08.