Common use of Transfers, Exchanges and Replacements Clause in Contracts

Transfers, Exchanges and Replacements. The Holders of the Securities shall present directly to the Corporate Trust Office of the Fiscal Agent all requests for (1) registration of transfer of the Securities; (2) exchange of such Securities for new Securities in authorized denominations; and (3) replacement of Securities in the case of mutilation, destruction, loss or theft. The Fiscal Agent shall follow the procedures set forth in Subsections (i) through (vi) below with respect to such requests. (i) Exchange of Interests in Global Securities for Individual Definitive Certificates. (1) In the event that (A) the Depositary notifies the Issuer in writing that it is at any time unwilling or unable to continue as depositary for a Global Security or ceases to be a “clearing agency” registered under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) (in the case of DTC and the Issuer does not appoint a qualified successor within 90 days of receiving notice or becoming aware of such ineligibility, (B) the Issuer in its sole discretion determines that the Global Security will be exchangeable for definitive Securities and notifies the Fiscal Agent of its decision, or (C) the Securities have become immediately due and payable pursuant to Section 6 of this Agreement, then the Issuer shall cause individual definitive certificates (“Certificates”) to be executed and delivered to the Fiscal Agent in sufficient quantities and authenticated by the Fiscal Agent for dispatch to Holders of all Securities in accordance with this Agreement and Subsection (b)(i)(2) below. (2) A beneficial owner of an interest in a Global Security must provide the Depositary with: (A) a written notice containing such information as the Issuer and the Fiscal Agent may require to complete, execute and deliver such individual definitive Certificates; and (B) a fully completed, signed certification substantially in the form attached hereto as Exhibit B to the effect that the exchanging Holder is not transferring its Security at the time of such exchange. (3) Upon receipt of the documents referred to in Subsection (b)(i)(2)(A) and Subsection (b)(i)(2)(B), the Fiscal Agent shall arrange for the authentication and delivery to the Person or Persons named in a written order of the Depositary of an individual definitive Certificate representing Securities registered in the name or upon the order of the Person or Persons named in such order and shall alter the entries in the Securities Register in respect of the Global Securities accordingly.

Transfers, Exchanges and Replacements. The Holders holders of the Securities Notes shall present directly to the Corporate Trust Office of the Fiscal Agent all requests for (1) registration of transfer of the SecuritiesNotes; (2) exchange of such Securities the Notes for new Securities Notes in authorized denominations; and (3) replacement of Securities the Notes in the case of mutilation, destruction, loss or theft. The Fiscal Agent shall follow the procedures set forth in Subsections paragraphs (i) through (viviii) below with respect to such requests. (i) Exchange of Interests in a Rule 144A Global Securities Note for Individual Definitive Certificates. (1) In the event that (A) the Depositary notifies the Issuer Interests in writing that it is at any time unwilling or unable to continue as depositary for a Regulation S Global Security or ceases to be a “clearing agency” registered under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) (in the case of DTC and the Issuer does not appoint a qualified successor within 90 days of receiving notice or becoming aware of such ineligibility, (B) the Issuer in its sole discretion determines that the Global Security will be exchangeable for definitive Securities and notifies Note. Upon receipt by the Fiscal Agent of its decision, or (C1) instructions given in accordance with the Securities have become immediately due and payable pursuant to Section 6 of this Agreement, then the Issuer shall cause individual definitive certificates (“Certificates”) to be executed and delivered to Depositary’s procedures from a holder directing the Fiscal Agent to effect the exchange or transfer of an interest in sufficient quantities any Global Note (a “Rule 144A Global Note”) representing Notes resold pursuant to, and authenticated in reliance on, Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), which shall bear, unless otherwise agreed between the Issuer and the Depositary, a legend in the form agreed by the Fiscal Agent Issuer and the Depositary (the “Rule 144A Legend”), for dispatch to Holders of all Securities in accordance with this Agreement and Subsection (b)(i)(2) below. (2) A beneficial owner of an interest in a Global Security must provide Note (a “Regulation S Global Note”) representing Notes sold in transactions outside the United States under Regulation S under the Securities Act (such instructions to contain information regarding the participant’s account with the Depositary with: to be credited with such interest and information regarding the participant’s account with the Depositary to be debited with such interest), (A2) in the case of a transfer pursuant to and in accordance with Regulation S under the Securities Act, the account at Euroclear or Clearstream to be credited with such interest and (3) a duly completed written notice containing certification substantially in the form provided for in Exhibit C hereto, or such information other form as the Issuer and the Fiscal Agent Depositary may require to complete, execute and deliver such individual definitive Certificates; and agree (B) a fully completed, signed certification substantially in the form attached hereto as Exhibit B to the effect that the exchanging Holder is not transferring its Security at the time of such exchange. (3) Upon receipt of the documents referred to in Subsection (b)(i)(2)(A) and Subsection (b)(i)(2)(B“Offshore Sale Certification”), the Fiscal Agent shall arrange for instruct the authentication Depositary to reduce the Rule 144A Global Note by the aggregate principal amount of the interest to be exchanged or transferred, and delivery concurrently with such reduction, to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of such interest to be so exchanged or transferred, and to approve the credit to the Person or Persons named in a written order account of the Depositary person specified in such instructions of an individual definitive Certificate representing Securities registered the interest in the name or upon the order of the Person or Persons named in such order and shall alter the entries in the Securities Register in respect of the Regulation S Global Securities accordinglyNote.