Common use of Notes in Definitive Form Clause in Contracts

Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred with regard to the Notes represented by a Global Security and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by a Global Security, the Company may issue notes in definitive form in exchange for this Note. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of notes represented by a Global Security, equal in principal amount to such beneficial interest and to have such Notes registered in its name. As provided in the Indenture and subject to the limitations set forth therein, the Company’s definitive Notes can be transferred by presentation for registration to the Registrar at its New York office and must be duly endorsed by the Holder or the Holder’s attorney duly authorized in writing, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the Holder or the Holder’s attorney duly authorized in writing. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of definitive Notes.

Notes in Definitive Form. If (1) the Depository is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred with regard to the Notes represented by a Global Security and has not been cured or waived, or (3) the Company at any time and in its sole discretion determines not to have the Notes represented by a Global Security, the Company may issue notes in definitive form in exchange for this Note. In any such instance, an owner of a beneficial interest in the Notes will be entitled to physical delivery in definitive form of notes Notes represented by a Global Security, equal in principal amount to such beneficial interest and to have such Notes registered in its name. As provided in the Indenture and subject to the limitations set forth therein, the Company’s definitive Notes can be transferred by presentation for registration to the Registrar at its New York office and must be duly endorsed by the Holder or the Holder’s attorney duly authorized in writing, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the Holder or the Holder’s attorney duly authorized in writing. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of definitive Notes.