Common use of Transfers of a Global Clause in Contracts

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with Section 2.15 and the rules and procedures of the Depositary. In addition, certificated Notes shall be transferred to beneficial owners in exchange for their beneficial interests only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice, (iii) an Event of Default of which a Responsible Officer of the Trustee has written notice has occurred and is continuing and the Registrar has received a request from any Holder of a Global Note to issue such certificated Notes or (iv) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Notes.

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective the irrespective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with Section 2.15 2.16 and the rules and procedures of the Depositary. In addition, certificated Certificated Notes shall be transferred to all beneficial owners (or the requesting beneficial owners, in the case of clause (ii)) in exchange for their beneficial interests only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (iiiii) an Event of Default of which a Responsible Officer of the Trustee has received actual written notice at the Corporate Trust Office of the Trustee has occurred and is continuing and the Registrar has received a request from any Holder beneficial owner of a an interest in the Global Note (subject to the fourth paragraph of Section 2.1(c) hereof) to issue such certificated Notes or (iv) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Certificated Notes.

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with Section 2.15 and the rules and procedures of the Depositary. In addition, certificated Notes shall be transferred to beneficial owners in exchange for their beneficial interests only if (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed by the Company Issuer within 90 days of such notice, (ii) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuer within 90 days of such notice, (iii) an Event of Default of which a Responsible Officer of the Trustee has written notice has occurred and is continuing and the Registrar has received a request from any Holder of a Global Note to issue such certificated Notes or (iv) the CompanyIssuer, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Notes.

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred or exchanged for Physical Notes in accordance with Section 2.15 and the rules and procedures of the DepositaryDepository and the provisions of Section 2.17. In addition, certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests only in a Global Note in accordance with the rules and procedures of the Depositary and the provisions of Section 2.17 if (iA) the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Global Notes and a successor depositary is not appointed by the Company within 90 days of such notice, (iiB) the Depositary Depository ceases to be registered as a “clearing agency” registered under the Exchange Act and a successor depositary depository is not appointed by the Company within 90 days of such notice, (iiiC) an Event of Default of which a Responsible Officer of the Trustee has written notice has occurred and is continuing and the Registrar has received a written request from any Holder of a Global Note the Depository to issue such certificated Notes or (iv) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Physical Notes.

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective the irrespective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with Section 2.15 2.16 and the rules and procedures of the Depositary. In addition, certificated Certificated Notes shall be transferred to all beneficial owners (or the requesting beneficial owners, in the case of clause (ii)) in exchange for their beneficial interests only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuers within 90 days of such notice, notice or (iiiii) an Event of Default of which a Responsible Officer of the Trustee has received actual written notice at the Corporate Trust Office of the Trustee has occurred and is continuing and the Registrar has received a request from any Holder beneficial owner of a an interest in the Global Note (subject to the fourth paragraph of Section 2.1(c) hereof) to issue such certificated Notes or (iv) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Certificated Notes.

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.15 2.16 and the rules and procedures of the Depositary. In addition, certificated Definitive Notes shall be transferred to beneficial owners all Beneficial Owners in exchange for their beneficial interests only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or (iiiii) an Event of Default of which a Responsible Officer of the Trustee has written actual notice has occurred and is continuing and the Registrar has received a request from any Holder of the Depositary or a Beneficial Owner in a Global Note to issue such certificated Notes or (iv) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Definitive Notes.

Transfers of a Global. Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with Section 2.15 2.16 and the rules and procedures of the Depositary. In addition, certificated Certificated Notes shall be transferred to all beneficial owners (or the requesting beneficial owners, in the case of clause (ii)) in exchange for their beneficial interests only if (i) the Depositary notifies the Company Issuers that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuers within 90 ninety (90) days of such notice, notice or (iiiii) an Event of Default of which a Responsible Officer of the Trustee has written actual notice has occurred and is continuing and the Registrar has received a request from any Holder beneficial owner of a an interest in the Global Note (subject to the fourth paragraph of Section 2.1(c) hereof) to issue such certificated Notes or (iv) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Certificated Notes.