Common use of Notes in Global Form Clause in Contracts

Notes in Global Form. So long as the Notes are represented by a Global Note, and the Common Depositary or its nominee is the registered owner of the Global Note, the corresponding interests in such Global Note, shall be acquired, and transfers thereof shall be effected, exclusively through the book-entry settlement systems maintained by Euroclear and Clearstream, through an account maintained by the Holder with either such Clearing System, subject to the Applicable Procedures, and otherwise subject to the provisions of this Indenture. Each Person who is for the time being shown in the records of Euroclear or Clearstream as being the owner of a particular Note shall be treated by the Company, the Trustee and any Paying Agent as the Holder of such Note for all purposes other than with respect to payment on the Note, the right to which shall be vested, as against the Company and the Trustee or any Paying Agent, solely in the registered owner of the Global Note representing such Note in accordance with and subject to the terms thereof. The security account records of Euroclear and Clearstream shall in the absence of manifest error be conclusive evidence of the identity of the Holders and of the principal amount credited to the security accounts of such Holders. Any statement issued by Euroclear and Clearstream to any Holder relating to a specified Note credited to the security account of such Xxxxxx and stating the principal amount of such Note and certified by Euroclear and Clearstream to be a true record of such security account shall in the absence of manifest error be conclusive evidence of the records of Euroclear and Clearstream for the purposes of the next sentence (but without prejudice to any other means of producing such records in evidence). Neither the Company nor the Trustee nor any Paying Agent will have any responsibility for any aspect of the records relating to or payments made by Euroclear or Clearstream on account of the Note, or for maintaining, supervising or reviewing any records relating to the Note. Every Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A REGISTERED NOTE, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Notes in Global Form. So long (a) If the Company shall establish pursuant to Section 3.01 that the Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee or its agent shall, in accordance with Section 3.04 and the Company Order delivered to the Trustee or its agent thereunder, authenticate and deliver such Global Note or Global Notes, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Notes of such series to be represented by such Global Note or Global Notes, or such portion thereof as the Company shall specify in a Company Order, (ii) shall be registered in the name of the Depository for such Global Note or Global Notes are represented or its nominee, (iii) shall be delivered by the Trustee or its agent to the Depository or pursuant to the Depository’s instruction or held by the Trustee as custodian for the Depository and (iv) shall bear a Global Notelegend substantially to the following effect: “Unless this certificate is presented by an authorized representative of the Depository to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the Common Depositary name of the nominee of the Depository or its in such other name as is requested by an authorized representative of the Depository (and any payment is made to the nominee of the Depository or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, the nominee of the Global NoteDepository, the corresponding interests in such Global Note, shall be acquiredhas an interest herein.” (b) Notwithstanding any other provision of this Section 2.04 or of Section 3.06, and transfers thereof shall be effected, exclusively through the book-entry settlement systems maintained by Euroclear and Clearstream, through an account maintained by the Holder with either such Clearing System, subject to the Applicable Procedures, and otherwise subject to the provisions of this Indenture. Each Person who is paragraph (c) below, unless the terms of a Global Note expressly permit such Global Note to be exchanged in whole or in part for the time being shown individual certificates representing Notes, a Global Note may be transferred, in whole but not in part and in the records manner provided in Section 3.06, only to a nominee of Euroclear the Depository for such Global Note, or Clearstream as being to the owner of Depository, or a particular successor Depository for such Global Note shall be treated selected or approved by the Company, the Trustee and any Paying Agent as the Holder or to a nominee of such successor Depository. (c) (1) If at any time the Depository for a Global Note notifies the Company that it is unwilling or unable to continue as Depository for all purposes such Global Note or if at any time the Depository for the Global Notes for such series shall no longer be eligible or in good standing under the Exchange Act or other than with respect to payment on the Noteapplicable statute or regulation, the right to which Company shall be vested, as against the Company and the Trustee or any Paying Agent, solely in the registered owner of the Global Note representing such Note in accordance with and subject to the terms thereof. The security account records of Euroclear and Clearstream shall in the absence of manifest error be conclusive evidence of the identity of the Holders and of the principal amount credited to the security accounts of such Holders. Any statement issued by Euroclear and Clearstream to any Holder relating to appoint a specified Note credited to the security account of such Xxxxxx and stating the principal amount of such Note and certified by Euroclear and Clearstream to be a true record of such security account shall in the absence of manifest error be conclusive evidence of the records of Euroclear and Clearstream for the purposes of the next sentence (but without prejudice to any other means of producing such records in evidence). Neither the Company nor the Trustee nor any Paying Agent will have any responsibility for any aspect of the records relating to or payments made by Euroclear or Clearstream on account of the Note, or for maintaining, supervising or reviewing any records relating to the Note. Every Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A REGISTERED NOTE, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.8 28819972

Notes in Global Form. So long as The Notes shall be issued initially in the form of one or more Rule 144A Global Notes in definitive, fully registered form, which shall be deposited on behalf of the purchasers of the Notes are represented by a Global Notethereby with the Trustee, as Custodian for the Depositary, and registered in the Common name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee is the as hereinafter provided. Notes resold or transferred in reliance on Regulation S shall be evidenced by one or more Regulation S Global Notes in definitive, fully registered owner form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"). The aggregate principal amount of the Regulation S Global NoteNotes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Each Note in global form shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, the corresponding as appropriate, to reflect exchanges and redemptions and transfers of Notes evidencing beneficial interests in such Global Note, Note in global form transferred in accordance with the Applicable Procedures. Any endorsement of a Note in global form to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be acquiredmade by the Trustee or the Depositary or Custodian, and transfers thereof shall be effectedat the direction of the Trustee, exclusively through the book-entry settlement systems maintained by Euroclear and Clearstream, through an account maintained in accordance with instructions given by the Holder with either such Clearing System, subject to the Applicable Procedures, thereof and otherwise subject to the as required by any applicable provisions of this Indenture. Each Person who is for the time being shown in the records of Euroclear or Clearstream as being the owner of a particular Note shall be treated by the Company, the Trustee and any Paying Agent as the Holder of such Note for all purposes other than with respect to payment on the Note, the right to which shall be vested, as against the Company and the Trustee or any Paying Agent, solely in the registered owner of the Global Note representing such Note in accordance with and subject to the terms thereof. The security account records of Euroclear and Clearstream shall in the absence of manifest error be conclusive evidence of the identity of the Holders and of the principal amount credited to the security accounts of such Holders. Any statement issued by Euroclear and Clearstream to any Holder relating to a specified Note credited to the security account of such Xxxxxx and stating the principal amount of such Note and certified by Euroclear and Clearstream to be a true record of such security account shall in the absence of manifest error be conclusive evidence of the records of Euroclear and Clearstream for the purposes of the next sentence (but without prejudice to any other means of producing such records in evidence). Neither the Company nor the Trustee nor any Paying Agent will have any responsibility for any aspect of the records relating to or payments made by Euroclear or Clearstream on account of the Note, or for maintaining, supervising or reviewing any records relating to the Note. Every Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A REGISTERED NOTE, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURESection 2.6 hereof.

Notes in Global Form. So long as the Notes are represented by a Global Note, and the Common Depositary or its nominee is the registered owner of the Global Note, the corresponding interests in such Global Note, Note shall be acquired, and transfers thereof shall be effected, exclusively through the book-entry settlement systems maintained by Euroclear and Clearstream, DTC through an account maintained by the Holder with either such Clearing Systemthe Depositary, subject to the Applicable Procedures, and otherwise subject to the provisions of this Indenture. Each Person who is for the time being shown in the records of Euroclear or Clearstream DTC as being the owner of a particular Note shall be treated by the Company, the Trustee and any Paying Agent as the Holder of such Note for all purposes other than with respect to payment on the Note, the right to which shall be vested, as against the Company and the Trustee or any Paying Agent, solely in the registered owner of the Global Note representing such Note in accordance with and subject to the terms thereof. The security account records of Euroclear and Clearstream DTC shall in the absence of manifest error be conclusive evidence of the identity of the Holders and of the principal amount credited to the security accounts of such Holders. Any statement issued by Euroclear and Clearstream DTC to any Holder relating to a specified Note credited to the security account of such Xxxxxx Holder and stating the principal amount of such Note and certified by Euroclear and Clearstream DTC to be a true record of such security account shall in the absence of manifest error be conclusive evidence of the records of Euroclear and Clearstream DTC for the purposes of the next sentence (but without prejudice to any other means of producing such records in evidence). Neither the Company nor the Trustee nor any Paying Agent will have any responsibility for any aspect of the records relating to or payments made by Euroclear or Clearstream DTC on account of the Note, or for maintaining, supervising or reviewing any records relating to the Note. Every Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A REGISTERED NOTE, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Notes in Global Form. So long as (a) If the Company shall establish pursuant to Section 3.01 that the Notes are represented by a Global Note, and the Common Depositary or its nominee is the registered owner of the Global Note, the corresponding interests in such Global Note, shall be acquired, and transfers thereof shall be effected, exclusively through the book-entry settlement systems maintained by Euroclear and Clearstream, through an account maintained by the Holder with either such Clearing System, subject to the Applicable Procedures, and otherwise subject to the provisions of this Indenture. Each Person who is for the time being shown in the records of Euroclear or Clearstream as being the owner of a particular Note shall series are to be treated by issued in whole or in part in the Companyform of one or more Global Notes, the Trustee and any Paying Agent as the Holder of such Note for all purposes other than with respect to payment on the Note, the right to which shall be vested, as against then the Company shall execute and the Trustee or any Paying Agentits agent shall, solely in the registered owner of the Global Note representing such Note in accordance with Section 3.05 and subject the Company Order delivered to the terms thereof. The security account records Trustee or its agent thereunder, authenticate and deliver such Global Note or Global Notes, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Notes of Euroclear and Clearstream such series to be represented by such Global Note or Global Notes, or such portion thereof as the Company shall specify in a Company Order, (ii) shall be registered in the absence of manifest error be conclusive evidence name of the identity of Depository for such Global Note or Global Notes or its nominee, (iii) shall be delivered by the Holders and of the principal amount credited Trustee or its agent to the security accounts of such Holders. Any statement issued by Euroclear and Clearstream to any Holder relating to a specified Note credited Depository or pursuant to the security account of such Xxxxxx Depository’s instruction and stating the principal amount of such Note and certified by Euroclear and Clearstream to be a true record of such security account shall in the absence of manifest error be conclusive evidence of the records of Euroclear and Clearstream for the purposes of the next sentence (but without prejudice to any other means of producing such records in evidence). Neither the Company nor the Trustee nor any Paying Agent will have any responsibility for any aspect of the records relating to or payments made by Euroclear or Clearstream on account of the Note, or for maintaining, supervising or reviewing any records relating to the Note. Every Global Note authenticated and delivered hereunder iv) shall bear a legend in substantially to the following formeffect: “UNLESS THIS NOTE CERTIFICATE IS A GLOBAL NOTE WITHIN PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO MAGNA INTERNATIONAL INC. (THE MEANING “ISSUER”) OR ITS AGENT FOR REGISTRATION OF THE INDENTURE HEREINAFTER REFERRED TO TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE CDS & CO., OR IN PART SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A REGISTERED NOTE, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, PROPERTY INTEREST IN THE NAME SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ANY ITS RIGHTS FOR ANOTHER PERSON OTHER THAN SUCH COMMON DEPOSITARY TO HOLD, TRANSFER OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREDEAL WITH THIS CERTIFICATE.”