Common use of Other Exchanges Clause in Contracts

Other Exchanges. (1) In the event that a Global Security or any portion thereof is exchanged for Securities other than Global Securities, such other Securities may in turn be exchanged (on transfer or otherwise) for Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of clauses (i) through (vi) above and (viii) below (including the certification requirements intended to insure that transfers and exchanges of beneficial interests in a Global Security comply with Rule 144A, Rule 144 (if available) or Regulation S, as the case may be) and any Applicable Procedures, as may be from time to time adopted by the Company and the Trustee; provided that except as permitted in (3) hereof, no beneficial interest in a Temporary Regulation S Global Security shall be exchangeable for a definitive Security until the expiration of the Restricted Period and then only if the certifications described in Section 201 shall have been provided in respect of such interest. (2) Subject to Section 201(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to the Company and the Trustee, an appropriately completed certificate substantially in the form of Annex E and such other certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; provided, however, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such in the Purchase Agreement in respect of the securities of such series may, so long as such security is a Restricted Security, transfer such security only in accordance with clause (vi) above. (3) Notwithstanding any other provision of this Section 305, an initial purchaser named as such in the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the Temporary Regulation S Global Securities of that series held by it for one or more Restricted Securities of that series (including an interest in the Restricted Global Security of that series) upon delivery by such initial purchaser of instructions for such exchange substantially in the form of Annex F. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the principal amount of a Temporary Regulation S Global Security by the principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the principal amount of the Restricted Global Security and credit or cause to be credited to the account of such initial purchaser a beneficial interest in such Restricted Global Security having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Security was reduced upon such transfer or (B) authenticate and deliver one or more Restricted Securities in definitive form and in the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraph.

Other Exchanges. (1) In the event that a the Restricted Global Security or any portion thereof is exchanged pursuant to Section 2.8 for Securities other than Global Securitiesin definitive registered form without interest coupons, prior to an Effective Registration such other Securities Initial Notes may in turn be exchanged (on transfer or otherwise) for Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstanding) one another only in accordance with such procedures, which shall be those procedures that are substantially consistent with the provisions of clauses (i) through (viiv) above and (viii) below (including the certification requirements thereof intended to insure that such transfers and exchanges of beneficial interests in a Global Security comply with Rule 144A, Rule 144 (if available) or Regulation S, as the case may beSecurities Act) and any Applicable Procedures, as which may be from time to time adopted by the Company and the Trustee; provided that except as permitted in (3) hereof. If Initial Notes are issued upon the transfer, no beneficial interest in a Temporary Regulation S Global Security shall be exchangeable for a definitive Security until the expiration exchange or replacement of Initial Notes bearing the Restricted Period and then only Securities Legend, or if a request is made to remove such Restricted Securities Legend on Initial Notes, the certifications described in Section 201 Initial Notes so issued shall have been provided in respect of such interest. bear the Restricted Securities Legend, or the Restricted Securities Legend shall not be removed, as the case may be, unless (2i) Subject to Section 201(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish there is delivered to the Company and such satisfactory evidence, which may include an opinion of counsel licensed to practice law in the State of New York, as may be reasonably required by the Company that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act or, with respect to Restricted Securities, that such Initial Notes are not "restricted" within the meaning of Rule 144 under the Securities Act or (ii) there is an Effective Registration involving the Notes Shelf Registration with respect to the Initial Notes then in effect or the Initial Note as to which the Restricted Securities Legend is sought to be removed has been disposed of in accordance with the Notes Shelf Registration. Upon (i) provision of such satisfactory evidence or (ii) notification by the Company to the Trustee of an Effective Registration with respect to the Initial Notes, the Trustee, an appropriately completed certificate substantially in at the form of Annex E and such other certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements direction of the Securities Act; providedCompany, however, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such in the Purchase Agreement in respect of the securities of such series may, so long as such security is a Restricted Security, transfer such security only in accordance with clause (vi) above. (3) Notwithstanding any other provision of this Section 305, an initial purchaser named as such in the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the Temporary Regulation S Global Securities of that series held by it for one or more Restricted Securities of that series (including an interest in the Restricted Global Security of that series) upon delivery by such initial purchaser of instructions for such exchange substantially in the form of Annex F. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the principal amount of a Temporary Regulation S Global Security by the principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the principal amount of the Restricted Global Security and credit or cause to be credited to the account of such initial purchaser a beneficial interest in such Restricted Global Security having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Security was reduced upon such transfer or (B) authenticate and deliver one or more Initial Notes that do not bear the Restricted Securities in definitive form and in the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraphLegend.

Other Exchanges. (1) In the event that a Global Security or any portion thereof is exchanged for Securities other than Global Securities, such other Securities may in turn be exchanged (on transfer or otherwise) for Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of clauses (i) through (vi) above and (viii) below (including the certification requirements intended to insure that transfers and exchanges of beneficial interests in a Global Security comply with Rule 144A, Rule 144 (if available) or Regulation S, as the case may be) and any Applicable Procedures, as may be from time to time adopted by the Company and the Trustee; provided that except as permitted in (3) hereof, no beneficial interest in a Temporary Regulation S Global Security shall be exchangeable ex- changeable for a definitive Security until the expiration of the Restricted Period and then only if the certifications described in Section 201 2.01 shall have been provided in respect of such interest. (2) Subject to Section 201(d2.01(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to the Company and the Trustee, an appropriately completed certificate substantially in the form of Annex E and such other certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; provided, however, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such in the Purchase Agreement in respect of the securities of such series may, so long as such security is a Restricted Security, transfer such security only in accordance with clause (vi) above. (3) Notwithstanding any other provision of this Section 3053.05, an initial purchaser named as such in the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the Temporary Regulation S Global Securities of that series held by it for one or more Restricted Securities of that series (including an interest in the Restricted Global Security of that series) upon delivery by such initial purchaser of instructions for such exchange substantially in the form of Annex F. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the principal amount of a Temporary Regulation S Global Security by the principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the principal amount of the Restricted Global Security and credit or cause to be credited to the account of such initial purchaser a beneficial interest in such Restricted Global Security having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Security was reduced upon such transfer or (B) authenticate and deliver one or more Restricted Securities in definitive form and in the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraph.

Other Exchanges. (1) In the event that a Global Security or any portion thereof is exchanged for Securities other than Global Securities, such other Securities may in turn be exchanged (on transfer or otherwise) for Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of clauses (i) through (viv) above and (viiivii) below (including the certification requirements intended to insure that transfers and exchanges of beneficial interests in a Global Security comply with Rule 144A, Rule 144 (if available) or Regulation S, as the case may be) and any Applicable Procedures, as may be from time to time adopted by the Company and the Trustee; provided PROVIDED that except as permitted in (3) hereof, no beneficial interest in a Temporary Regulation S Global Security shall be exchangeable for a definitive Security until the expiration of the Restricted Period and then only if the certifications described in Section 201 2.01 shall have been provided in respect of such interest. (2) Subject to Section 201(d2.01(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to the Company and the Trustee, an appropriately completed certificate substantially in the form of Annex E and such other certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; providedPROVIDED, howeverHOWEVER, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such in the Purchase Agreement in respect of the securities of such series may, so long as such security is a Restricted Security, transfer such security only in accordance with clause (viSection 3.05(b)(v) above. (3) Notwithstanding any other provision of this Section 3053.05, an initial purchaser named as such in the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the Temporary Regulation S Global Securities of that series held by it for one or more Restricted Securities of that series (including an interest in the Restricted Global Security of that series) upon delivery by such initial purchaser of instructions for such exchange substantially in the form of Annex F. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the principal amount of a Temporary Regulation S Global Security by the principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the principal amount of the Restricted Global Security and credit or cause to be credited to the account of such initial purchaser a beneficial interest in such Restricted Global Security having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Security was reduced upon such transfer or (B) authenticate and deliver one or more Restricted Securities in definitive form and in the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraph.

Other Exchanges. (1) In the event that a Global Security or any portion thereof is exchanged for Securities other than Global Securities, such other Securities may in turn be exchanged (on transfer or otherwise) for Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of clauses (i) through (vi) above and (viii) below (including the certification requirements intended to insure that transfers and exchanges of beneficial interests in a Global Security comply with Rule 144A, Rule 144 (if available) or Regulation S, as the case may be) and any Applicable Procedures, as may be from time to time adopted by the Company and the Trustee; provided that except as permitted in (3) hereof, no beneficial interest in a Temporary Regulation S Global Security shall be exchangeable for a definitive Security until the expiration of the Restricted Period and then only if the certifications described in Section 201 shall have been provided in respect of such interest. (2) Subject to Section 201(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to the Company and the Trustee, an appropriately completed certificate substantially in the form of Annex E and such other certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; provided, however, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such in the Purchase Agreement in respect of the securities of such series may, so long as such security is a Restricted Security, transfer such security only in accordance with clause (vi) above. (3) Notwithstanding any other provision of this Section 305, an initial purchaser named as such in the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the Temporary Regulation S Global Securities of that series held by it for one or more Restricted Securities of that series (including an interest in the Restricted Global Security of that series) upon delivery by such initial purchaser of instructions for such exchange substantially in the form of Annex F. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the principal amount Amount Payable at Maturity of a Temporary Regulation S Global Security by the principal amount Amount Payable at Maturity of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the principal amount Amount Payable at Maturity of the Restricted Global Security and credit or cause to be credited to the account of such initial purchaser a beneficial interest in such Restricted Global Security having a principal amount an Amount Payable at Maturity equal to the amount by which the principal amount Amount Payable at Maturity of the Temporary Regulation S Global Security was reduced upon such transfer or (B) authenticate and deliver one or more Restricted Securities in definitive form and in the aggregate principal amount Amount Payable at Maturity of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraph.

Other Exchanges. (1a) In the event that a Global Security or any portion thereof is exchanged for Securities other than Global Securities, such other Securities may in turn be exchanged (on transfer or otherwise) for Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstandingOutstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of clauses subclauses (i) through (vi) above and this subclause (viiivii) below of Section 305(3)(E) (including the certification requirements intended to insure that transfers and exchanges of beneficial interests in a Global Security comply with Rule 144A, Rule 144 (if available) or Regulation S, as the case may be) and any Applicable Procedures, as may be from time to time adopted by the Company Issuer and the Capital Markets Trustee; , provided that that, except as permitted in subclause (B) of clause (3) of this Section 305 hereof, no beneficial interest in a Temporary Regulation S Global Security shall be exchangeable for a definitive Security until the expiration of the Restricted Distribution Compliance Period and then only if the certifications described in Section 201 shall have been provided in respect of such interest. (2) Subject to Section 201(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to the Company and the Trustee, an appropriately completed certificate substantially in the form of Annex E and such other certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; provided, however, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such in the Purchase Agreement in respect of the securities of such series may, so long as such security is a Restricted Security, transfer such security only in accordance with clause (vi) above. (3b) Notwithstanding any other provision of this Section 305, an a lead underwriter or initial purchaser named as such in the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the a Temporary Regulation S Global Securities of that series Security held by it for one or more Restricted Securities of that series (including an interest in the a Restricted Global Security of that seriesSecurity) upon only after delivery by such underwriter and initial purchaser purchaser, as the case may be, of instructions for such exchange of an appropriately completed certificate substantially in the form of Annex F. set forth in or contemplated by Section 313(7). Upon receipt of the instruction described in the preceding sentence, the Capital Markets Trustee shall instruct the Depositary U.S. Depository to reduce the principal amount of a Temporary Regulation S Global Security by the principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Capital Markets Trustee shall (a) instruct the Depositary U.S. Depository to increase the principal amount of the Restricted Global Security and credit or cause to be credited to the account of such the lead underwriter and initial purchaser purchasers a beneficial interest in such Restricted Global Security having have a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Security was reduced upon such transfer or (Bb) authenticate and deliver one or more Restricted Securities in definitive form and in the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraphsubclause (b).

Other Exchanges. (1) In the event that a Global Security Note or any portion thereof is exchanged for Securities Notes other than Global SecuritiesNotes, such other Securities Notes may in turn be exchanged (on transfer or otherwise) for Securities Notes that are not Global Securities Notes or for beneficial interests in a Global Security Note of the same Class as the definitive Note to be so exchanged (if any is then outstandingOutstanding) only in accordance with the procedures set forth in Sections 3.8(e), (f) and (g), to the extent applicable to such transfer or exchange, and such other procedures, which shall be substantially consistent with the provisions of clauses (i) through (vi) above and (viii) below (including the certification requirements intended to insure that transfers and exchanges of beneficial interests in a Global Security Note comply with Rule 144A, Rule 144 (if available) or Regulation S, as the case may be) and any Applicable Procedures, as may be from time to time adopted by the Company Issuer and the Trustee; provided that provided, that, except as permitted in paragraph (32) hereof, no beneficial interest in a Temporary Regulation S Temporary Global Security Note shall be exchangeable for a definitive Security Note until the expiration of the Restricted Regulation S Distribution Compliance Period and then only if the certifications described in Section 201 shall 2.3(b)(ii) have been provided in respect of such interest. (2) Subject to Section 201(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to the Company and the Trustee, an appropriately completed certificate substantially in the form of Annex E and such other certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; provided, however, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such in the Purchase Agreement in respect of the securities of such series may, so long as such security is a Restricted Security, transfer such security only in accordance with clause (vi) above. (3) Notwithstanding any other provision of this Section 3053.8, an initial purchaser named as such in the Purchase Agreement in respect of the Securities of a series Initial Purchasers may exchange beneficial interests in the Temporary a Regulation S Temporary Global Securities of that series Note held by it for one or more Restricted Securities of that series Notes (including an interest in the a Restricted Global Security of that seriesNote) upon delivery 58 67 by such initial purchaser Initial Purchasers of instructions for such exchange substantially in the form of Annex F. Exhibit B-7. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the principal amount of a Temporary Regulation S Temporary Global Security Note by the principal amount of the beneficial interest in such Temporary Regulation S Temporary Global Security Note to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the principal amount of the Restricted Global Security Note and credit or cause to be credited to the account of such initial purchaser Initial Purchasers a beneficial interest in such Restricted Global Security Note having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Temporary Global Security Note was reduced upon such transfer or (B) authenticate and deliver one or more Restricted Securities Notes in definitive form and in the aggregate principal amount of the beneficial interest in the Temporary Regulation S Temporary Global Security Note to be so transferred, pursuant to the instructions described in the first sentence of this paragraph.

Other Exchanges. (1) In the event that a Global Security or any portion thereof is exchanged for Securities other than Global in definitive registered form pursuant to Section 2.10 prior to the effectiveness of a Shelf Registration contemplated by and in accordance with the terms of the Registration Rights Agreement with respect to such Securities, such other Securities may in turn be exchanged (on transfer or otherwise) for Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstanding) only in accordance with such procedures, which shall be procedures as are substantially consistent with the provisions of clauses (i2) through and (vi3) above and (viii) below (including the certification requirements intended to insure ensure that such transfers and exchanges of beneficial interests in a Global Security comply with Rule 144A, Rule 144 (if available) 144A or Regulation SS under the Securities Act, as the case may be) and any Applicable Proceduressuch other procedures as may from time to time be adopted by the Issuer. (b) Except in connection with a Shelf Registration contemplated by and in accordance with the terms of the Registration Rights Agreement, if Securities are issued upon the registration of transfer, exchange or replacement of Securities bearing a Restricted Securities Legend, or if a request is made to remove such a Restrictive Securities Legend on Securities, the Securities so issued shall bear the Restricted Securities Legend, or a Restricted Securities Legend shall not be removed, as the case may be, unless there is delivered to the Issuer such satisfactory evidence, which, in the case of a transfer made pursuant to Rule 144 under the Securities Act, may include an opinion of counsel, as may be from time to time adopted reasonably required by the Company and Issuer, that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon provision to the Issuer of such satisfactory evidence, the Trustee; provided that except as permitted in (3) hereof, no beneficial interest in a Temporary Regulation S Global Security shall be exchangeable for a definitive Security until at the expiration written direction of the Restricted Period Issuer, shall authenticate and then only if deliver Securities that do not bear the certifications described legend. The Issuer shall not otherwise be entitled to require the delivery of a legal opinion in Section 201 shall have been provided in respect connection with any transfer or exchange of such interestSecurities. (2c) Subject to Section 201(d), in connection with a transfer of a Restricted Security Neither the Trustee nor any Agent shall have any responsibility for any actions taken or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to not taken by the Company and the Trustee, an appropriately completed certificate substantially in the form of Annex E and such other certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; provided, however, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such in the Purchase Agreement in respect of the securities of such series may, so long as such security is a Restricted Security, transfer such security only in accordance with clause (vi) aboveDepositary. (3d) Notwithstanding The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Securities (including any transfers between or among Depositary's participants or beneficial owners of interests in any Global Security) other provision than to require delivery of such certificates and other documentation as is expressly required by, and to do so if and when expressly required by, the terms of this Section 305, an initial purchaser named Indenture and to examine the same to determine substantial compliance as such in to form with the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the Temporary Regulation S Global Securities of that series held by it for one or more Restricted Securities of that series (including an interest in the Restricted Global Security of that series) upon delivery by such initial purchaser of instructions for such exchange substantially in the form of Annex F. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the principal amount of a Temporary Regulation S Global Security by the principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the principal amount of the Restricted Global Security and credit or cause to be credited to the account of such initial purchaser a beneficial interest in such Restricted Global Security having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Security was reduced upon such transfer or (B) authenticate and deliver one or more Restricted Securities in definitive form and in the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraphexpress requirements hereof.

Other Exchanges. (1) In the event that a the Restricted Global --------------- Security or any portion thereof is exchanged pursuant to Section 2.8 for Securities other than Global Securitiesin definitive registered form without interest coupons, prior to an Effective Registration such other Securities Initial Notes may in turn be exchanged (on transfer or otherwise) for Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstanding) one another only in accordance with such procedures, which shall be those procedures that are substantially consistent with the provisions of clauses (i) through (viiv) above and (viii) below (including the certification requirements thereof intended to insure that such transfers and exchanges of beneficial interests in a Global Security comply with Rule 144A, Rule 144 (if available) or Regulation S, as the case may beSecurities Act) and any Applicable Procedures, as which may be from time to time adopted by the Company and the Trustee; provided that except as permitted in (3) hereof. If Initial Notes are issued upon the transfer, no beneficial interest in a Temporary Regulation S Global Security shall be exchangeable for a definitive Security until the expiration exchange or replacement of Initial Notes bearing the Restricted Period and then only Securities Legend, or if a request is made to remove such Restricted Securities Legend on Initial Notes, the certifications described in Section 201 Initial Notes so issued shall have been provided in respect of such interest. bear the Restricted Securities Legend, or the Restricted Securities Legend shall not be removed, as the case may be, unless (2i) Subject to Section 201(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish there is delivered to the Company and such satisfactory evidence, which may include an opinion of counsel licensed to practice law in the State of New York, as may be reasonably required by the Company that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act or, with respect to Restricted Securities, that such Initial Notes are not "restricted" within the meaning of Rule 144 under the Securities Act or (ii) there is an Effective Registration involving the Notes Shelf Registration with respect to the Initial Notes then in effect or the Initial Note as to which the Restricted Securities Legend is sought to be removed has been disposed of in accordance with the Notes Shelf Registration. Upon (i) provision of such satisfactory evidence or (ii) notification by the Company to the Trustee of an Effective Registration with respect to the Initial Notes, the Trustee, an appropriately completed certificate substantially in at the form of Annex E and such other certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements direction of the Securities Act; providedCompany, however, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such in the Purchase Agreement in respect of the securities of such series may, so long as such security is a Restricted Security, transfer such security only in accordance with clause (vi) above. (3) Notwithstanding any other provision of this Section 305, an initial purchaser named as such in the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the Temporary Regulation S Global Securities of that series held by it for one or more Restricted Securities of that series (including an interest in the Restricted Global Security of that series) upon delivery by such initial purchaser of instructions for such exchange substantially in the form of Annex F. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the principal amount of a Temporary Regulation S Global Security by the principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the principal amount of the Restricted Global Security and credit or cause to be credited to the account of such initial purchaser a beneficial interest in such Restricted Global Security having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Security was reduced upon such transfer or (B) authenticate and deliver one or more Initial Notes that do not bear the Restricted Securities in definitive form and in the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraphLegend.

Other Exchanges. (1) In the event that a Global Security or any portion thereof is exchanged for Securities other than Global in definitive registered form pursuant to Section 2.10 prior to the effectiveness of a Shelf Registration Statement with respect to such Securities, such other Securities may in turn be exchanged (on transfer or otherwise) for Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstanding) only in accordance with such procedures, which shall be procedures as are substantially consistent with the provisions of clauses clause (iiii) through (vi) above and (viii) below (including above. The Company shall use its best efforts to cause the certification requirements intended Depositary to insure that transfers and exchanges ensure that, until the expiration of the Restricted Period, beneficial interests in a the Regulation S Global Security comply may be held only in or through accounts maintained at the Depositary by Euroclear or CEDEL (or by Agent Members acting for the account thereof), and no person shall be entitled to effect any transfer or exchange that would result in any such interest being held otherwise than in or through such an account; provided that this clause (2)(a)(v) shall not prohibit any transfer or exchange of such an interest in accordance with Rule 144A, Rule 144 clause (if availableii) or Regulation S(iii) above. (a) Except in connection with a Shelf Registration Statement contemplated by and in accordance with the terms of the Registration Agreement, if Securities are issued upon the registration of transfer, exchange or replacement of Securities bearing the Restricted Securities Legend set forth in Exhibit A hereto, or if a request is made to remove such Restricted Securities Legend on the Securities, the Securities so issued shall bear the Restricted Securities Legend, or the Restricted Securities Legend shall not be removed, as the case may be) and any Applicable Procedures, unless there is delivered to the Company such satisfactory evidence, as may be from time to time adopted reasonably required by the Company and Company, that neither the Trustee; provided legend nor the restrictions on transfer set forth therein are required to ensure that except as permitted in (3) hereoftransfers thereof comply with the provisions of Rule 144A, no beneficial interest in a Temporary Rule 144 or Regulation S Global Security shall be exchangeable for a definitive Security until under the expiration Securities Act or, with respect to Restricted Securities, that such Securities are not "restricted" within the meaning of Rule 144 under the Restricted Period and then only if the certifications described in Section 201 shall have been provided in respect of such interest. (2) Subject to Section 201(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish Securities Act. Upon provision to the Company and of such satisfactory evidence, the Trustee, an appropriately completed certificate substantially in at the form of Annex E and such other certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements written direction of the Securities Act; providedCompany, however, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such in the Purchase Agreement in respect of the securities of such series may, so long as such security is a Restricted Security, transfer such security only in accordance with clause (vi) above. (3) Notwithstanding any other provision of this Section 305, an initial purchaser named as such in the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the Temporary Regulation S Global Securities of that series held by it for one or more Restricted Securities of that series (including an interest in the Restricted Global Security of that series) upon delivery by such initial purchaser of instructions for such exchange substantially in the form of Annex F. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the principal amount of a Temporary Regulation S Global Security by the principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the principal amount of the Restricted Global Security and credit or cause to be credited to the account of such initial purchaser a beneficial interest in such Restricted Global Security having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Security was reduced upon such transfer or (B) authenticate and deliver one or more Restricted Securities in definitive form and in that do not bear the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraphlegend.