Common use of Other Transfers Clause in Contracts

Other Transfers. If a Holder proposes to transfer a Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(a) and 314(b), the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided that the Company may, based upon the opinion of its counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a non-U.S. person.

Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(a) and 314(b)this Section 2.3, the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel reasonably satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this the Indenture; provided provided, however, that the Company may, based upon the opinion of its counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a nonNon-U.S. personPerson.

Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(aSection 3.17(a) and 314(b(b), the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided that the Company may, based upon the opinion of its counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a QIB, non-U.S. personperson or Institutional Accredited Investor.

Other Transfers. If a Holder proposes to transfer a Security Note constituting a Restricted Note pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(aSection 3.17(a), (b) and 314(b)(c) hereof, the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided provided, however, that the Company may, based upon the opinion of its counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a nonQIB, Non-U.S. personperson or Institutional Accredited Investor.

Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(a2.4(1) and 314(b)or 2.4(2) of this Appendix, the Security Registrar shall only register such transfer or exchange if such transferor delivers an Opinion of Counsel reasonably satisfactory to the Security Issuer, the Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this the Indenture; provided provided, however, that the Company Issuer may, based upon the opinion of its counsel, instruct the Security Registrar by a Company an Issuer Order not to register such transfer in any case where the proposed transferee is not a QIB or a nonNon-U.S. personPerson.

Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(a2.4(1) and 314(bor 2.4(2), the Security Registrar shall only register such transfer or exchange if such transferor delivers an Opinion of Counsel reasonably satisfactory to the Security Issuer, the Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this the Indenture; provided provided, however, that the Company Issuer may, based upon the opinion of its counsel, instruct the Security Registrar by a Company an Issuer Order not to register such transfer in any case where the proposed transferee is not a QIB or a nonNon-U.S. person.

Other Transfers. If a Holder proposes to transfer a an Initial Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(aSection 313(a) and 314(b313(b), the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided that the Company may, based upon the opinion of its counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a non-U.S. personPerson.

Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to 50 - 43 - any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(aSection 3.17(a) and 314(b(b), the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided that the Company may, based upon the opinion of its counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a QIB, non-U.S. personperson or Institutional Accredited Investor.

Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(aSection 2.16(a), (b) and 314(b)(c) hereof, the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company Issuers and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided provided, however, that the Company Issuers may, based upon the opinion of its their counsel, instruct the Security Registrar by a Company an Issuers Order not to register such transfer in any case where the proposed transferee is not a QIB or a nonQIB, Non-U.S. personPerson or Institutional Accredited Investor.

Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(aSection 3.15(a) and 314(b(b), the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided that the Company may, based upon the opinion of its counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a QIB, non-U.S. personperson or Institutional Accredited Investor.

Other Transfers. If a Holder proposes to transfer a Security --------------- pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(a313(a), 313(b) and 314(b313(c), the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided that the Company may, based upon the opinion of its counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a QIB, non-U.S. personperson or Institutional Accredited Investor.

Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to 50 -43- any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(aSection 3.17(a) and 314(b(b), the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided that the Company may, based upon the opinion of its counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a QIB, non-U.S. personperson or Institutional Accredited Investor.

Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(aSection 2.16(a), (b) and 314(b)(c) hereof, the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided provided, however, that the Company may, based upon the opinion of its counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a nonQIB, Non-U.S. personPerson or Institutional Accredited Investor.

Other Transfers. If a Holder proposes to transfer a an Initial Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(aSection 313(a) and 314(b313(b), the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided that the Company may, based upon the opinion of its counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a non-non- U.S. person.

Other Transfers. If a Holder proposes to transfer a an Initial --------------- Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(aSection 313(a) and 314(b313(b), the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided that the Company may, based upon the opinion of its counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a non-U.S. person.

Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Sections 314(aSection 3.15(a) and 314(b(b), the Security Registrar shall only register such transfer or exchange if such transferor delivers to the Security Registrar and the Trustee an Opinion of Counsel satisfactory to the Company and the Security Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided that the Company may, based upon the opinion of its 51 -44- counsel, instruct the Security Registrar by a Company Order not to register such transfer in any case where the proposed transferee is not a QIB or a QIB, non-U.S. personperson or Institutional Accredited Investor.