Common use of Restrictions on Transfer and Exchange of Global Securities Clause in Contracts

Restrictions on Transfer and Exchange of Global Securities. (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depositary or the Trustee, as the custodian for the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth herein) and the procedures of the Depositary therefor. (ii) A Global Security shall be exchangeable pursuant to this Section 2.6(a) for Definitive Securities registered in the names of Persons owning beneficial interests in such Global Security only if (A) such exchange is made in compliance with the provisions of this Section 2.6 and (B) any of the following events shall have occurred: (1) the Depositary for such Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or such Depositary ceases to be a clearing agency registered under the Exchange Act, at a time when such Depositary is required to be so registered in order to act as Depositary, and a successor depositary is not appointed by the Company within 90 days thereafter, (2) the Company executes and delivers to the Trustee an Officers' Certificate stating that such Global Security shall be so exchangeable or (3) there shall have occurred and be continuing an Event of Default with respect to the Securities and any of the Company, the Depositary or the Trustee so requests. Upon exchange of a Global Security for one or more Definitive Securities, such Definitive Securities shall not thereafter be exchangeable for beneficial interests in a Global Security. (iii) Any Global Security that is exchangeable for Definitive Securities registered in the name of the owners of beneficial interests therein pursuant to this Section 2.6 shall be surrendered by the Depositary to the Trustee to be so exchanged, without charge, and the Company shall sign and the Trustee shall authenticate and deliver, upon such exchange of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Definitive Securities issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.6 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Definitive Securities to the Persons in whose names such Securities are so registered in accordance with the instructions of the Depositary. All Definitive Securities representing the Initial Notes delivered in exchange for a Global Security which bore the Restricted Securities Legend set forth in Exhibit A shall, except as otherwise provided in Section 2.6(d), bear the Restricted Securities Legend set forth in Exhibit A hereto. (iv) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. (v) In the event of the occurrence of any of the events specified in Section 2.6(a)(ii), the Company will promptly make available to the Trustee a reasonable supply of Definitive Securities. (vi) Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary.

Restrictions on Transfer and Exchange of Global Securities. (i) The the transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depositary or the Trustee, as the custodian for the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth herein) and the procedures of the Depositary therefor. (ii) A Global Security shall be exchangeable pursuant to this Section 2.6(a) for Definitive Securities registered in the names of Persons owning beneficial interests in such Global Security only if (A) such exchange is made in compliance with the provisions of this Section 2.6 and (B) any of the following events shall have occurred: (1) the Depositary for such Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or such Depositary ceases to be a clearing agency registered under the Exchange Act, at a time when such Depositary is required to be so registered in order to act as Depositary, and a successor depositary is not appointed by the Company within 90 days thereafter, (2) the Company executes and delivers to the Trustee an Officers' Certificate stating that such Global Security shall be so exchangeable or (3) there shall have occurred and be continuing an Event of Default with respect to the Securities and any of the Company, the Depositary or the Trustee so requests. Upon exchange of a Global Security for one or more Definitive Securities, such Definitive Securities shall not thereafter be exchangeable for beneficial interests in a Global Security. (iii) Any Global Security that is exchangeable for Definitive Securities registered in the name of the owners of beneficial interests therein pursuant to this Section 2.6 shall be surrendered by the Depositary to the Trustee to be so exchanged, without charge, and the Company shall sign and the Trustee shall authenticate and deliver, upon such exchange of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Definitive Securities issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.6 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Definitive Securities to the Persons in whose names such Securities are so registered in accordance with the instructions of the Depositary. All Definitive Securities representing the Initial Notes delivered in exchange for a Global Security which bore the Restricted Securities Legend set forth in Exhibit A shall, except as otherwise provided in Section 2.6(d), bear the Restricted Securities Legend set forth in Exhibit A hereto. (iv) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. (v) In the event of the occurrence of any of the events specified in Section 2.6(a)(ii), the Company will promptly make available to the Trustee a reasonable supply of Definitive Securities. (vi) Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary.