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, except (i) upon request of an Agent Member (for itself or on behalf of a beneficial holder) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and (ii) Physical Notes shall be transferred to beneficial owners in exchange for their beneficial interests in the Global Notes in the event that (A) the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary for the applicable Global Note and a successor depositary is not appointed by the Company within 90 days or (2) the Depositary ceases to be a "Clearing Agency" registered under the Exchange Act , (B) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Physical Notes under this Indenture or (C) there shall have occurred and be continuing a Default or Event of Default. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to paragraph (b) of this Section 3.13, the Registrar shall record on its books and records (and make a notation on the Global Note of) the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. In connection with a transfer of an entire Global Note to beneficial owners pursuant to clause (ii) of this paragraph (b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of Physical Notes of authorized denominations.

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, except (i) upon request as required in connection with transfers of an Agent Member (for itself interests therein pursuant to Section 3.14(b) or on behalf of a beneficial holder3.14(g) or as may be required by written notice given to the Issuers or the Trustee by or on behalf of the Depositary in accordance connection with customary procedures of the Depositary transfers pursuant to Section 3.14(i), and (ii) that U.S. Physical Notes or, subject to Section 3.14(h), Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Notes Note or the Offshore Global Note, respectively, in the event that (A) the Depositary (1) notifies the Company Issuers that it is unwilling or unable to continue as Depositary for the applicable Global Note and a successor depositary is not appointed by the Company Issuers within 90 days or (2) the Depositary ceases to be a "Clearing Agency" registered under the Exchange Act , (B) an Event of Default has occurred and is continuing and the CompanyRegistrar has received a request from the Depositary. In addition, beneficial interests in a Global Note may be exchanged for Physical Notes upon request but only upon at its option, notifies least 20 days' prior written notice given to the Trustee by or on behalf of the Depository in writing that it elects to cause the issuance of Physical Notes under this Indenture or (C) there shall have occurred and be continuing a Default or Event of Defaultaccordance with customary procedures. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to paragraph (b) of this Section 3.133.13(b), the Registrar shall record on its books and records (and make a notation on the Global Note of) the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. In connection with a transfer of an entire Global Note to beneficial owners pursuant to clause (ii) of this paragraph (b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of U.S. Physical Notes (in the case of the U.S. Global Note) or Offshore Physical Notes (in the case of the Offshore Global Note), as the case may be, of authorized denominations.

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, except (i) upon request as required in connection with transfers of an Agent Member (for itself interests therein pursuant to Section 3.14(b) or on behalf of a beneficial holder3.14(g) or as may be required by written notice given to the Company or the Trustee by or on behalf of the Depositary in accordance connection with customary procedures of the Depositary transfers pursuant to Section 3.14(i), and (ii) that U.S. Physical Notes or, subject to Section 3.14(h), Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Notes Note or the Offshore Global Note, respectively, in the event that (A) the Depositary (1) notifies the Company that it is unwilling or unable to continue as Depositary for the applicable Global Note and a successor depositary is not appointed by the Company within 90 days or (2) the Depositary ceases to be a "Clearing Agency" registered under the Exchange Act , (B) an Event of Default has occurred and is continuing and the CompanyRegistrar has received a request from the Depositary. In addition, beneficial interests in a Global Note may be exchanged for Physical Notes upon request but only upon at its option, notifies least 20 days' prior written notice given to the Trustee by or on behalf of the Depository in writing that it elects to cause the issuance of Physical Notes under this Indenture or (C) there shall have occurred and be continuing a Default or Event of Defaultaccordance with customary procedures. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to paragraph (b) of this Section 3.133.13(b), the Registrar shall record on its books and records (and make a notation on the Global Note of) the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. In connection with a transfer of an entire Global Note to beneficial owners pursuant to clause (ii) of this paragraph (b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of U.S. Physical Notes (in the case of the U.S. Global Note) or Offshore Physical Notes (in the case of the Offshore Global Note), as the case may be, of authorized denominations.