Common use of Transfers of Global Clause in Contracts

Transfers of Global. Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be exchanged for Certificated Notes only as follows and subject, if applicable, to the further requirements set forth in this Indenture, including Appendix A hereto. Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (1) the Depositary notifies the Company that the Depositary is unwilling or unable to continue as depositary for the Global Notes or ceases to be a clearing agency registered under the Exchange Act (if such registration is required by applicable law) and the Company does not appoint a successor Depositary for the Notes within 90 days after the Company receives such notification or becomes aware that the Depositary has ceased to be so registered, as the case may be, (2) the Company, at its option and subject to the Depositary’s procedures, notifies the Trustee in writing that the Company elects to cause the issuance of Certificated Notes or (3) there shall have occurred and be continuing an Event of Default. The Trustee and the Registrar shall have no obligation to effect an exchange of Global Notes for Certificated Notes pursuant to clause (3) of the immediately preceding sentence until receipt of a written request from the Company. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any authorized denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures) and, if applicable, will bear the applicable restrictive legends referred to in Appendix A hereto unless the Company determines otherwise or such legend shall have been removed as provided in Appendix A hereto, and in any event subject, if applicable, to the requirements set forth in Appendix A hereto.

Transfers of Global. Notes Securities shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes Securities may be transferred or exchanged for Certificated Notes Physical Securities only as follows in accordance with the applicable rules and subjectprocedures of the Depository and the provisions of Section 2.13. In addition, if applicable, to the further requirements set forth in this Indenture, including Appendix A hereto. Certificated Notes a Global Security shall be transferred to all beneficial owners in exchange exchangeable for their beneficial interests in Global Notes Physical Securities only if (1i) the Depositary Depository (x) notifies the Company that the Depositary it is unwilling or unable to continue as depositary depository for the such Global Notes Security or ceases (y) has ceased to be a clearing agency registered under the Exchange Act (if such registration is required by applicable law) Act, and in either case the Company does not fails to appoint a successor Depositary for the Notes depositary within 90 days after of such notice or of the Company receives Company’s becoming aware of such notification or becomes aware that the Depositary has ceased to be so registered, as the case may becessation, (2ii) the Company, at its option and subject to the Depositary’s proceduresprocedures of the Depository, notifies the Trustee in writing that the Company elects it is electing to cause the issuance of Certificated Notes issue Physical Securities or (3iii) there shall have occurred and be continuing an Event of Default. The Trustee and the Registrar shall have no obligation Default with respect to effect an exchange of such Global Notes for Certificated Notes pursuant to clause (3) of the immediately preceding sentence until receipt of a written request from the CompanySecurity. In all cases, Certificated Notes Physical Securities delivered in exchange for any Global Note Security or beneficial interests therein will shall be registered in the names, and issued in any authorized approved denominations, requested by or on behalf of the Depositary (Depository in accordance with its customary procedures) and, if applicable, will bear the applicable restrictive legends referred to in Appendix A hereto unless . Neither the Company determines otherwise or nor the Trustee shall be liable for any delay by the Depository in providing such legend shall have been removed registration information and the Company and the Trustee may conclusively rely on instructions from the Depository as provided in Appendix A heretoto such registration information. In the event that a Physical Security is to be authenticated pursuant to this clause (a), and in any event subject, if applicable, the Company will promptly make available to the requirements set forth Trustee, a reasonable supply of Physical Securities in Appendix A heretodefinitive, fully registered form, without interest coupons, unless such a supply has previously been made available to the Trustee.

Transfers of Global. Notes Securities shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes Securities may be transferred or exchanged for Certificated Notes Physical Securities only as follows in accordance with the applicable rules and subjectprocedures of the Depository and the provisions of Section 2.13. In addition, if applicable, to the further requirements set forth in this Indenture, including Appendix A hereto. Certificated Notes a Global Security shall be transferred to all beneficial owners in exchange exchangeable for their beneficial interests in Global Notes Physical Securities only if (1i) the Depositary Depository (x) notifies the Company that the Depositary it is unwilling or unable to continue as depositary depository for the such Global Notes Security or ceases (y) has ceased to be a clearing agency registered under the Exchange Act (if such registration is required by applicable law) Act, and in either case the Company does not fails to appoint a successor Depositary for the Notes depositary within 90 days after of such notice or of the Company receives Company's becoming aware of such notification or becomes aware that the Depositary has ceased to be so registered, as the case may becessation, (2ii) the Company, at its option and subject to the Depositary’s proceduresprocedures of the Depository, notifies the Trustee in writing that the Company elects it is electing to cause the issuance of Certificated Notes issue Physical Securities or (3iii) there shall have occurred and be continuing an Event of Default. The Trustee and the Registrar shall have no obligation Default with respect to effect an exchange of such Global Notes for Certificated Notes pursuant to clause (3) of the immediately preceding sentence until receipt of a written request from the CompanySecurity. In all cases, Certificated Notes Physical Securities delivered in exchange for any Global Note Security or beneficial interests therein will shall be registered in the names, and issued in any authorized approved denominations, requested by or on behalf of the Depositary (Depository in accordance with its customary procedures) and, if applicable, will bear the applicable restrictive legends referred to in Appendix A hereto unless . Neither the Company determines otherwise or nor the Trustee shall be liable for any delay by the Depository in providing such legend shall have been removed registration information and the Company and the Trustee may conclusively rely on instructions from the Depository as provided in Appendix A heretoto such registration information. In the event that a Physical Security is to be authenticated pursuant to this clause (b), and in any event subject, if applicable, the Company will promptly make available to the requirements set forth Trustee, a reasonable supply of Physical Securities in Appendix A heretodefinitive, fully registered form, without interest coupons, unless such a supply has previously been made available to the Trustee.