BENEFICIAL OWNER FAILS TO EFFECT THE
TRANSFER REQUIRED WITHIN SUCH 30-DAY PERIOD, (X) UPON DIRECTION FROM EITHER OF
US, THE TRUSTEE UNDER THE INDENTURE, ON BEHALF OF US AND AT OUR EXPENSE, SHALL
CAUSE SUCH BENEFICIAL OWNER'S INTEREST IN SUCH SECURITY TO BE TRANSFERRED IN A
COMMERCIALLY REASONABLE SALE ARRANGED BY EITHER OF US (CONDUCTED BY THE TRUSTEE
UNDER THE INDENTURE IN ACCORDANCE WITH SECTION 9-610(B) OF THE UNIFORM
COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK AS APPLIED TO SECURITIES
THAT ARE SOLD ON A RECOGNIZED MARKET OR THAT MAY DECLINE SPEEDILY IN VALUE) TO A
PERSON TO WHOM SUCH SECURITY (OR INTEREST THEREIN) MAY
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BE TRANSFERRED IN ACCORDANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE
INDENTURE AND (Y) PENDING SUCH TRANSFER, NO FURTHER PAYMENTS WILL BE MADE IN
RESPECT OF SUCH SECURITY HELD BY SUCH BENEFICIAL OWNER.
THE INITIAL PURCHASERS AND EACH SUBSEQUENT TRANSFEREE OF THIS SECURITY OR ANY
BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY
WITH THE TRANSFER RESTRICTIONS AND MINIMUM DENOMINATION TERMS SET FORTH HEREIN
AND WILL NOT TRANSFER THE NOTES OR ANY BENEFICIAL INTERESTS HEREIN EXCEPT TO A
TRANSFEREE WHO CAN MAKE THE SAME REPRESENTATIONS AND AGREEMENTS, INCLUDING AS TO
MINIMUM DENOMINATIONS, ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS
PURCHASING.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY TRANSFER OF THE NOTES, OR BENEFICIAL
INTEREST IN THE NOTES, IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT AND WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY
RIGHTS, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUERS."
(2) Global Note Legend. Each Global Note will bear a legend in substantially the
following form:
"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
38
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF."
(e) Book-Entry Provisions. This Section 2.01(e) shall apply only to Global Notes
deposited with the Trustee, as custodian for DTC.
(1) Each Global Note initially shall (x) be