Common use of Transfer of Global Note Clause in Contracts

Transfer of Global Note. The Custodian agrees to hold ----------------------- the Global Notes in custody for the benefit of the Depositary, the Holder and the Beneficial Owners. The Custodian agrees that it will not transfer or lend a Global Note or any interest therein except that the Custodian may transfer a Global Note to a successor custodian which is a branch of a United States bank located outside of the United States and outside of the United Kingdom which has been approved by the Issuer and the Depositary. The Custodian shall surrender a Global Note to the Trustee (i) if it notifies the Trustee and the Issuer under Section 4.06 hereof that it desires to resign as Custodian and no successor custodian has been appointed by the Issuer (which appointment is subject to the approval of the Depositary, which shall not unreasonably withhold such approval) within 90 days of such notification or (ii) if the Depositary notifies the Trustee and the Issuer under Section 4.06 hereof that it desires to resign as Depositary and no successor depositary has been appointed by the Issuer (which appointment is subject to the approval of the Trustee, which shall not unreasonably withhold such approval) within 90 days of such notification. In the case of clauses (i) and (ii) of the preceding sentence, the Depositary agrees that after either of such 90 day periods it will, on behalf of the Custodian, promptly notify the Trustee and request the Issuer to issue, and the Trustee to authenticate, Definitive Senior Notes in the names and denominations as the Holder shall specify in accordance with Section 2.6 of the Indenture, and the Custodian agrees that in such event it will promptly surrender the Global Notes to the Trustee in connection with such exchange and that such Global Notes will be cancelled upon issuance of such Definitive Senior Notes.