Common use of Transfer of Certificated Depositary Interests Clause in Contracts

Transfer of Certificated Depositary Interests. The Company appoints the CDI Depositary as its agent for the sole purpose of maintaining at the CDI Depositary’s Corporate Trust Office records in which the CDI Depositary shall (i) record DTC as the initial owner of the Certificated Depositary Interests, (ii) record the transfer of ownership of such Certificated Depositary Interests and (iii) record the increases and decreases in the principal amount at maturity represented by such Certificated Depositary Interests. Ownership of a Certificated Depositary Interest cannot be transferred unless such transfer is noted in the records of the CDI Depositary. The CDI Depositary shall not recognize any transfer or exchange of ownership of Certificated Depositary Interests of a Series that does not comply with the provisions of this Section 2.04. Unless and until the Global Securities are exchanged in whole or in part for other securities of the Company or for Definitive Registered Securities, the Certificated Depositary Interests of a Series owned by DTC may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. The CDI Depositary shall treat the Person in whose name a Certificated Depositary Interest is recorded in the records of the CDI Depositary as the owner thereof for all purposes whatsoever and shall not be bound or affected by any notice to the contrary, other than an order of a court having jurisdiction over the CDI Depositary. The foregoing paragraph shall not (i) impose an obligation on the CDI Depositary to record the interests in or transfers of Book-Entry Interests held by DTC Participants, or Persons that may hold Book-Entry Interests through DTC Participants or (ii) restrict transfers of such Book-Entry Interests held by DTC Participants or such Persons. In connection with the CDI Depositary’s appointment as the Company’s agent under this Section 2.04, the Company shall have such rights and obligations as regards removal of the CDI Depositary and appointment of a successor as are specified in Section 3.07 hereof.

Transfer of Certificated Depositary Interests. The Company appoints the CDI Depositary as its agent for the sole purpose of maintaining at the CDI Depositary’s Corporate Trust Office records in which the CDI Depositary shall (i) record DTC Cede & Co. as the initial owner of the Certificated Depositary Interests, (ii) record the transfer of ownership of such the Certificated Depositary Interests and (iii) record the increases and decreases in the principal amount at maturity represented by such the Certificated Depositary Interests. Ownership of a Certificated Depositary Interest cannot be transferred unless such transfer is noted in the records of the CDI Depositary. The CDI Depositary shall not recognize any transfer or exchange of ownership of Certificated Depositary Interests of a Series that does not comply with the provisions of this Section 2.04section. Unless and until the Global Securities are exchanged in whole or in part for other securities of the Company or for Definitive Registered Securities, the Certificated Depositary Interests of a Series owned by DTC may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. The CDI Depositary shall treat the Person in whose name a Certificated Depositary Interest is recorded in the records of the CDI Depositary as the owner thereof for all purposes whatsoever and shall not be bound or affected by any notice to the contrary, other than an order of a court having jurisdiction over the CDI Depositary. The foregoing paragraph shall not (i) impose an obligation on the CDI Depositary to record the interests in or transfers of Book-Entry Interests held by DTC Participants, or Persons that may hold Book-Entry Interests through DTC Participants or (ii) restrict transfers of such Book-Entry Interests held by DTC Participants or such Persons. In connection with the CDI Depositary’s appointment as the Company’s agent under this Section 2.04section, the Company shall have such rights and obligations as regards removal of the CDI Depositary and appointment of a successor as are specified in Section 3.07 hereofof the Deposit Agreement.

Transfer of Certificated Depositary Interests. The Company appoints the CDI Depositary as its agent for the sole purpose of maintaining at the CDI Depositary’s Corporate Trust Office records in which the CDI Depositary shall (i) record DTC as the initial owner of the Certificated Depositary Interests, (ii) record the transfer of ownership of such the Certificated Depositary Interests and (iii) record the increases and decreases in the principal amount at maturity represented by such the Certificated Depositary Interests. Ownership of a Certificated Depositary Interest cannot be transferred unless such transfer is noted in the records of the CDI Depositary. The CDI Depositary shall not recognize any transfer or exchange of ownership of Certificated Depositary Interests of a Series that does not comply with the provisions of this Section 2.04section. Unless and until the Global Securities are exchanged in whole or in part for other securities of the Company or for Definitive Registered Securities, the Certificated Depositary Interests of a Series owned by DTC may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. This CDI has not been registered under the U.S. Securities and Exchange Act of 1933, as amended, and may not be offered, sold, pledged or otherwise transferred, except in accordance with the restrictions set forth on pages 1 and 2 of this CDI. The CDI Depositary shall treat the Person in whose name a Certificated Depositary Interest is recorded in the records of the CDI Depositary as the owner thereof for all purposes whatsoever and shall not be bound or affected by any notice to the contrary, other than an order of a court having jurisdiction over the CDI Depositary. The foregoing paragraph shall not (i) impose an obligation on the CDI Depositary to record the interests in or transfers of Book-Entry Interests held by DTC Participants, or Persons that may hold Book-Entry Interests through DTC Participants or (ii) restrict transfers of such Book-Entry Interests held by DTC Participants or such Persons. In connection with the CDI Depositary’s appointment as the Company’s agent under this Section 2.04section, the Company shall have such rights and obligations as regards removal of the CDI Depositary and appointment of a successor as are specified in Section 3.07 hereofof the Deposit Agreement.

Transfer of Certificated Depositary Interests. The Company appoints the CDI Depositary as its agent for the sole purpose of maintaining at the CDI Depositary’s Corporate Trust Office records in which the CDI Depositary shall (i) record DTC as the initial owner of the Certificated Depositary Interests, (ii) record the transfer of ownership of such Certificated Depositary Interests and (iii) record the increases and decreases in the principal amount at maturity represented by such Certificated Depositary Interests. Ownership of a Certificated Depositary Interest cannot be transferred unless such transfer is noted in the records of the CDI Depositary. The CDI Depositary shall not recognize any transfer or exchange of ownership of Certificated Depositary Interests of a Series that does not comply with the provisions of this Section 2.04. Unless and until the Global Securities are exchanged in whole or in part for other securities of the Company or for Definitive Registered Securities, the Certificated Depositary Interests of a Series owned by DTC may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. The CDI Depositary shall treat the Person in whose name a Certificated Depositary Interest is recorded in the records of the CDI Depositary as the owner thereof for all purposes whatsoever and shall not be bound or affected by any notice to the contrary, other than an order of a court having jurisdiction over the CDI Depositary. The foregoing paragraph shall not (i) impose an obligation on the CDI Depositary to record the interests in or transfers of Book-Entry Interests held by DTC Participants, or Persons that may hold Book-Entry Interests through DTC Participants or (ii) restrict transfers of such Book-Entry Interests held by DTC Participants or such Persons. In connection with the CDI Depositary’s appointment as the Company’s agent under this Section 2.04, the Company shall have such rights and obligations as regards removal of the CDI Depositary and appointment of a successor as are specified in Section 3.07 hereof.

Transfer of Certificated Depositary Interests. The Company appoints the CDI Depositary The Bank of New York Mellon as its agent Registrar for the sole purpose of maintaining at the CDI Depositary’s its Corporate Trust Office records a register in which the CDI Depositary Registrar shall (i) record register DTC as the initial owner of the Certificated Depositary Interests, including the nominal amount thereof represented by Rule 144A Certificated Depository Interests and Regulation S Certificated Depository Interests, (ii) record register the transfer of ownership of such the Certificated Depositary Interests and (iii) record the increases and decreases transfers in the principal amount upon transfer between Regulation S Certificated Depository Interests and Rule 144A Certificated Depository Interests and at maturity of the Notes represented by such the Certificated Depositary Interests. Ownership Any transfer of a the registered holder of the Certificated Depositary Interest cannot be transferred unless Interests may only occur if such transfer is noted in the records register of the CDI DepositaryRegistrar. The CDI Depositary Registrar shall not recognize any transfer or exchange of ownership of Certificated Depositary Interests of a Series that does not comply with the provisions of this Section 2.04section. Unless and until the Global Securities are exchanged in whole or in part for other securities of the Company or for Definitive Registered Securities, the The Certificated Depositary Interests of a Series owned by DTC Cede & Co as nominee of DTC, as the registered holder, may not be transferred except as a whole by DTC to a another nominee of DTC or by a another nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. The CDI Depositary shall treat the Person in whose name a Certificated Depositary Interest is recorded in the register of the Registrar as the owner thereof for all purposes whatsoever and shall not be bound or affected by any notice to the contrary, other than an order of a court having jurisdiction over the CDI Depositary or the Registrar. This CDI has not been registered under the U.S. Securities and Exchange Act of 1933, as amended, and may not be offered, sold, pledged or otherwise transferred, except in accordance with the restrictions set forth on pages 1 and 2 of this CDI. Furthermore, this CDI and any interests therein may only be held by Actual Eligible Investors and Potential Eligible Investors, as defined herein and in the Deposit Agreement. The CDI Depositary shall treat the Person in whose name a Certificated Depositary Interest is recorded in the records of the CDI Depositary as the owner thereof for all purposes whatsoever and shall not be bound or affected by any notice to the contrary, other than an order of a court having jurisdiction over the CDI DepositaryDepositary or the Registrar. The foregoing paragraph shall not (i) impose an obligation on the CDI Depositary Registrar to record the interests in or transfers of Book-Entry Interests held by DTC Participants, or Persons that may hold Book-Entry Interests through DTC Participants or (ii) restrict transfers of such Book-Entry Interests held by DTC Participants or such Persons. In connection with the CDI DepositaryRegistrar’s appointment as the Company’s agent under this Section 2.04section, the Company shall have such rights and obligations as regards removal of the CDI Depositary Registrar and appointment of a successor as are specified in Section 3.07 hereof3.08 of the Deposit Agreement.

Transfer of Certificated Depositary Interests. The Company appoints the CDI Depositary The Bank of New York Mellon as its agent Registrar for the sole purpose of maintaining at the CDI Depositary’s its Corporate Trust Office records a register in which the CDI Depositary Registrar shall (i) record register DTC as the initial owner of the Certificated Depositary Interests in respect of each Series of Notes, including the nominal amount thereof represented by Rule 144A Certificated Depository Interests and Regulation S Certificated Depository Interests, (ii) record register the transfer of ownership of such the Certificated Depositary Interests and (iii) record the increases and decreases transfers in the principal amount upon transfer between Regulation S Certificated Depository Interests and Rule 144A Certificated Depository Interests and at maturity of the relevant Series of Notes represented by such the Certificated Depositary Interests. Ownership Any transfer of a the registered holder of the Certificated Depositary Interest cannot be transferred unless Interests may only occur if such transfer is noted in the records register of the CDI DepositaryRegistrar. The CDI Depositary Registrar shall not recognize any transfer or exchange of ownership of Certificated Depositary Interests of a Series that does not comply with the provisions of this Section 2.04. Unless and until the Global Securities are exchanged in whole or in part for other securities of the Company or for Definitive Registered Securities, the The Certificated Depositary Interests of a Series owned by DTC Cede & Co as nominee of DTC, as the registered holder, may not be transferred except as a whole by DTC to a another nominee of DTC or by a another nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. The CDI Depositary shall treat the Person in whose name a Certificated Depositary Interest is recorded in the records register of the CDI Depositary Registrar as the owner thereof for all purposes whatsoever and shall not be bound or affected by any notice to the contrary, other than an order of a court having jurisdiction over the CDI DepositaryDepositary or the Registrar. The foregoing paragraph shall not (i) impose an obligation on the CDI Depositary Registrar to record the interests in or transfers of Book-Entry Interests held by DTC Participants, or Persons that may hold Book-Book- Entry Interests through DTC Participants or (ii) restrict transfers of such Book-Entry Interests held by DTC Participants or such Persons. In connection with the CDI DepositaryRegistrar’s appointment as the Company’s agent under this Section 2.04, the Company shall have such rights and obligations as regards removal of the CDI Depositary Registrar and appointment of a successor as are specified in Section 3.07 3.08 hereof.