Common use of Restricted Legend Clause in Contracts

Restricted Legend. (a) Except as otherwise provided in paragraph (d) of this Section 2.6, or Section 2.5, each Note shall bear the legend set forth in Section 2.04 of the Existing Indenture and the Restricted Legend and any temporary Global Security authenticated and delivered for any Notes offered and sold in offshore transactions in reliance on Regulation S shall bear the Temporary Regulation S Legend. Following the expiration of the distribution compliance period set forth in Regulation S with respect to any temporary Global Securities, beneficial interests in such temporary Global Securities shall be exchanged for one or more permanent Global Securities. (b) The Notes shall initially be issued in the form of one or more individual Securities registered in the name of the Depositary. Any such Global Securities shall be Global Securities for purposes of the Existing Indenture and shall be subject to the provisions thereof governing Global Securities, except as modified hereby. (c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 without compliance with any limits thereunder and that the Restricted Legend or Temporary Regulation S Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company shall instruct the Trustee in a Company Order to cancel the Note and to authenticate and deliver to the Holder thereof (or to its transferee) a new Note of like tenor and amount of the same series, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or Temporary Regulation S Legend, and the Trustee, upon receipt of an Officers’ Certificate and an Opinion of Counsel pursuant to Section 1.02 of the Existing Indenture, will comply with such Company Order. (d) By its acceptance of any Note bearing the Restricted Legend or Temporary Regulation S Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Seventh Supplemental Indenture and in the Restricted Legend and Temporary Regulation S Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Seventh Supplemental Indenture and such legend.

Restricted Legend. (a) Except as otherwise provided in paragraph (d) of this Section 2.6, or Section 2.5, each Note shall bear the legend set forth in Section 2.04 of the Existing Indenture and the Restricted Legend and any temporary Global Security authenticated and delivered for any Notes offered and sold in offshore transactions in reliance on Regulation S shall bear the Temporary Regulation S Legend. Following the expiration of the distribution compliance period set forth in Regulation S with respect to any temporary Global Securities, beneficial interests in such temporary Global Securities shall be exchanged for one or more permanent Global Securities. (b) The Notes shall initially be issued in the form of one or more individual Securities registered in the name of the Depositary. Any such Global Securities shall be Global Securities for purposes of the Existing Indenture and shall be subject to the provisions thereof governing Global Securities, except as modified hereby. (c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 without compliance with any limits thereunder and that the Restricted Legend or Temporary Regulation S Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company shall instruct the Trustee in a Company Order to cancel the Note and to authenticate and deliver to the Holder thereof (or to its transferee) a new Note of like tenor and amount of the same series, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or Temporary Regulation S Legend, and the Trustee, upon receipt of an Officers’ Certificate and an Opinion of Counsel pursuant to Section 1.02 of the Existing Indenture, will comply with such Company Order. (d) By its acceptance of any Note bearing the Restricted Legend or Temporary Regulation S Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Seventh Sixth Supplemental Indenture and in the Restricted Legend and Temporary Regulation S Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Seventh Sixth Supplemental Indenture and such legend.

Restricted Legend. (a) Except as otherwise provided in paragraph (d) of this Section 2.61.06, Section 1.04(a), Section 1.05(c) or Section 2.51.05(d), each Note shall bear the legend set forth in Section 2.04 of the Existing Indenture and the Restricted Legend and any temporary Global Security authenticated and delivered for any Notes offered and sold in offshore transactions in reliance on Regulation S shall bear the Temporary Regulation S Legend. Following the expiration of the distribution compliance period set forth in Regulation S with respect to any temporary Global Securities, beneficial interests in such temporary Global Securities shall be exchanged exchangeable as provided in Section 1.05, for one or more permanent Global Securities. (b) The Notes shall initially be issued in the form of one or more individual Securities registered in the name of the Depositary. Any such Global Securities shall be Global Securities for purposes of the Existing Base Indenture and shall be subject to the provisions thereof governing Global Securities, except as modified hereby. (c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 without compliance with any limits thereunder and that the Restricted Legend or Temporary Regulation S Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company shall may instruct the Trustee or the Agents in a Company Order an Officers’ Certificate to cancel the Note and to authenticate and deliver issue to the Holder holder thereof (or to its transferee) a new Note of like tenor and amount of the same series, registered in the name of the Holder registered holder thereof (or its transferee), that does not bear the Restricted Legend or Temporary Regulation S Legend, and the Trustee, upon receipt of an Officers’ Certificate and an Opinion of Counsel pursuant to Section 1.02 of Trustee or the Existing Indenture, Agents will comply with such Company Orderinstruction. (d) By its acceptance of any Note bearing the Restricted Legend or Temporary Regulation S Legend (or any beneficial interest in such a Note), each Holder registered holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Seventh Third Supplemental Indenture and in the Restricted Legend and Temporary Regulation S Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Seventh Third Supplemental Indenture and such legend.

Restricted Legend. (a) Except as otherwise provided in paragraph (d) of this Section 2.61.06, Section 1.04(a), Section 1.05(c) or Section 2.51.05(d), each Note shall bear the legend set forth in Section 2.04 of the Existing Indenture and the Restricted Legend and any temporary Global Security authenticated and delivered for any Notes offered and sold in offshore transactions in reliance on Regulation S shall bear the Temporary Regulation S Legend. Following the expiration of the distribution compliance period set forth in Regulation S with respect to any temporary Global Securities, beneficial interests in such temporary Global Securities shall be exchanged exchangeable as provided in Section 1.05, for one or more permanent Global Securities. (b) The Notes shall initially be issued in the form of one or more individual Securities registered in the name of the Depositary. Any such Global Securities shall be Global Securities for purposes of the Existing Base Indenture and shall be subject to the provisions thereof governing Global Securities, except as modified hereby. (c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 without compliance with any limits thereunder and that the Restricted Legend or Temporary Regulation S Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company shall may instruct the Trustee or the Agents in a Company Order an Officers’ Certificate to cancel the Note and to authenticate and deliver issue to the Holder holder thereof (or to its transferee) a new Note of like tenor and amount of the same series, registered in the name of the Holder registered holder thereof (or its transferee), that does not bear the Restricted Legend or Temporary Regulation S Legend, and the Trustee, upon receipt of an Officers’ Certificate and an Opinion of Counsel pursuant to Section 1.02 of Trustee or the Existing Indenture, Agents will comply with such Company Orderinstruction. (d) By its acceptance of any Note bearing the Restricted Legend or Temporary Regulation S Legend (or any beneficial interest in such a Note), each Holder registered holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Seventh First Supplemental Indenture and in the Restricted Legend and Temporary Regulation S Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Seventh First Supplemental Indenture and such legend.

Restricted Legend. (a) Except as otherwise provided in paragraph Section 2(c) or (d) of this Section 2.6Exhibit A, or Section 2.53(b)(3), (b)(5) or (c) of this Exhibit A, each Note shall Security originally issued and sold or delivered, as applicable, pursuant to Section 4(a)(2) under the Securities Act or Rule 144A will bear the legend set forth U.S. Restricted Legend. (b) Except as otherwise provided in Section 2.04 2(c) or (d) of the Existing Indenture and the Restricted Legend and any temporary Global this Exhibit A, or Section 3(b)(3), (b)(5) or (c) of this Exhibit A, each Security authenticated and delivered for any Notes offered originally issued and sold in offshore transactions or delivered, as applicable, in reliance on Regulation S shall will bear the Temporary Regulation S Restricted Legend. Following the expiration of the distribution compliance period set forth in Regulation S with respect to any temporary Global Securities, beneficial interests in such temporary Global Securities shall be exchanged for one or more permanent Global Securities. (b) The Notes shall initially be issued in the form of one or more individual Securities registered in the name of the Depositary. Any such Global Securities shall be Global Securities for purposes of the Existing Indenture and shall be subject to the provisions thereof governing Global Securities, except as modified hereby. (ci) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note Security is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without compliance with any limits thereunder the need for current public information and that the Restricted Legend or Temporary Regulation S Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note Security (or a beneficial interest therein) are effected in compliance with the Securities Act or (ii) after a Security is (A) sold pursuant to an effective registration statement under the Securities Act, or (B) is validly tendered for exchange into Securities that contain terms substantially identical to such Security and will be registered under the Securities Act, the Company shall may instruct the Trustee in a Company Order to cancel the Note such Security and to authenticate and deliver issue to the Holder thereof (or to its transferee) a new Note Security of like tenor and amount of the same seriesamount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or Temporary Regulation S Legend, and the Trustee, upon receipt of an Officers’ Certificate and an Opinion of Counsel pursuant to Section 1.02 of the Existing Indenture, Trustee will comply with such Company Orderinstruction. (d) If Global Securities are exchanged for Certificated Securities pursuant to Section 305 of this Indenture, then the Certificated Securities issued in exchange for any such Global Securities that are Offshore Global Securities will not bear the Restricted Legend. (e) By its acceptance of any Note Security bearing the Restricted Legend or Temporary Regulation S Legend (or any beneficial interest in such a NoteSecurity), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note Security (and any such beneficial interest) set forth in this Seventh Supplemental Indenture (including this Exhibit A) and in the Restricted Legend and Temporary Regulation S Legend and agrees that it will transfer such Note Security (and any such beneficial interest) only in accordance with this Seventh Supplemental Indenture (including this Exhibit A) and such legend.

Restricted Legend. (a) Except All Certificates initially issued hereunder shall, upon issuance, bear the applicable legends as otherwise are provided in paragraph (dSections 5.2(c) of this Section 2.6and 6.8(a), or Section 2.5, each Note and such legends shall bear the legend not be removed except as set forth in Section 2.04 5.2(b) or unless the Trustee determines otherwise based upon a Company Order (which shall state that such Certificate may be issued without such legend in accordance with applicable law) delivered to the Trustee (and the Certificate Registrar, if other than the Trustee). (1) Unless with respect to the whole or any portion of any Certificate that bears or is required to bear the applicable legends as are provided in Section 5.2(c) the Trustee determines otherwise as provided in Section 5.2(a), such legends shall be removed by the Trustee (i) in the case of the Existing Indenture and the Restricted Legend and any temporary Rule 144A Global Security authenticated or any Definitive Certificate issued in exchange for an interest therein, upon presentation thereof by the Certificateholder to the Trustee at any time on or after the occurrence of the "Resale Restriction Termination Date" specified in such legends, and delivered for any Notes offered and sold (ii) in offshore transactions in reliance on the case of the Regulation S shall bear Global Security or any Definitive Certificate issued in exchange for an interest therein, upon presentation thereof by the Temporary Regulation S Legend. Following Certificateholder to the Trustee at any time on or after the expiration of the "distribution compliance period set forth in period" (within the meaning of Regulation S with respect ). If a holder of a beneficial interest in the Rule 144A Global Security wishes at any time to any temporary Global Securities, beneficial interests in transfer such temporary Global Securities shall be exchanged for one or more permanent Global Securities. (b) The Notes shall initially be issued interest to a Person who wishes to take delivery thereof in the form of one or more individual Securities registered in the name of the Depositary. Any such Global Securities shall be Global Securities for purposes of the Existing Indenture and shall be subject to the provisions thereof governing Global Securities, except as modified hereby. (c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 without compliance with any limits thereunder and that the Restricted Legend or Temporary Regulation S Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest thereinin the Regulation S Global Security, or if a holder of a beneficial interest in the Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Security, upon receipt by the Trustee of (A) are effected written instructions given in accordance with the rules and procedures of the Depository (together with, as applicable, the rules and procedures of Euroclear and Clearstream, Luxembourg, the "Applicable Procedures") from the applicable Participant directing the Trustee to cause to be credited to another account of a Participant a beneficial interest in the Regulation S Global Security or the Rule 144A Global Security (as the case may be) equal to that of the beneficial interest in the Rule 144A Global Security or the Regulation S Global Security (as the case may be) to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding such other account, as well as the account of Euroclear or Clearstream, Luxembourg (as the case may be) for which such other account is held, to be credited with, and the account of such applicable Participant to be debited for, such beneficial interest, and (C) a certificate satisfactory to the Company, the Trust and the Trustee, as to such transfer's compliance with the registration requirements of the Securities Act, given by the Company shall instruct transferor of such beneficial interest, the Trustee in a Company Order to cancel shall (1) reduce or increase (as the Note and to authenticate and deliver to case may be) the Holder thereof (or to its transferee) a new Note of like tenor and principal amount of the same seriesRule 144A Global Security, registered and increase or reduce (as the case may be) the principal amount of the Regulation S Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the name of Rule 144A Global Security or the Holder thereof Regulation S Global Security (or its transfereeas the case may be) to be so transferred, as evidenced as provided in Section 6.8(c), that does not bear and (2) instruct the Restricted Legend or Temporary Regulation S Legend, Depository to credit and debit such beneficial interests to the Trustee, upon receipt of an Officers’ Certificate and an Opinion of Counsel pursuant respective accounts specified in the instructions referred to Section 1.02 of the Existing Indenture, will comply with such Company Orderabove. (d2) By its acceptance of any Note bearing Each Certificate initially issued hereunder shall, upon issuance, bear the Restricted Legend or Temporary Regulation S Legend following legends: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (or any beneficial interest in such a NoteTHE "SECURITIES ACT"), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS CERTIFICATE, PRIOR TO THE DATE (and any such beneficial interestTHE "RESALE RESTRICTION TERMINATION DATE") set forth in this Seventh Supplemental Indenture and in the Restricted Legend and Temporary Regulation WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE OF THE TRUST WAS THE OWNER OF THIS CERTIFICATE (OR ANY PREDECESSOR OF THIS CERTIFICATE) OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT, ONLY (A) TO THE TRUST, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S Legend and agrees that it will transfer such Note UNDER THE SECURITIES ACT, OR (and any such beneficial interestE) only in accordance with this Seventh Supplemental Indenture and such legendPURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, SUBJECT TO THE RIGHT OF THE TRUST, THE COMPANY AND THE TRUSTEE PRIOR TO SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE OR SUCH EARLIER TIME AS DETERMINED BY THE TRUST IN ACCORDANCE WITH APPLICABLE LAW.

Restricted Legend. (a) Except as otherwise provided in paragraph (d) of this Section 2.6, or Section 2.5, each Note shall bear the legend set forth in Section 2.04 of the Existing Indenture and the Restricted Legend and any temporary Global Security authenticated and delivered for any Notes offered and sold in offshore transactions in reliance on Regulation S shall bear the Temporary Regulation S Legend. Following the expiration of the distribution compliance period set forth in Regulation S with respect to any temporary Global Securities, beneficial interests in such temporary Global Securities shall be exchanged for one or more permanent Global Securities. (b) The Notes shall initially be issued in the form of one or more individual Securities registered in the name of the Depositary. Any such Global Securities shall be Global Securities for purposes of the Existing Indenture and shall be subject to the provisions thereof governing Global Securities, except as modified hereby. (c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 without compliance with any limits thereunder and that the Restricted Legend or Temporary Regulation S Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company shall instruct the Trustee in a Company Order to cancel the Note and to authenticate and deliver to the Holder thereof (or to its transferee) a new Note of like tenor and amount of the same series, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or Temporary Regulation S Legend, and the Trustee, upon receipt of an Officers’ Certificate and an Opinion of Counsel pursuant to Section 1.02 of the Existing Indenture, will comply with such Company Order. (d) By its acceptance of any Note bearing the Restricted Legend or Temporary Regulation S Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Seventh Fourth Supplemental Indenture and in the Restricted Legend and Temporary Regulation S Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Seventh Fourth Supplemental Indenture and such legend.

Restricted Legend. (a) Except All Certificates initially issued hereunder shall, upon issuance, bear the applicable legends as otherwise are provided in paragraph (dSection 5.2(c) of this Section 2.6, or Section 2.5, each Note and such legends shall bear the legend not be removed except as set forth in Section 2.04 of 5.2(b) or unless the Existing Indenture Trustee determines otherwise based upon a Company Order (which shall state that such Certificate may be issued without such legend in accordance with applicable law) delivered to the Trustee (and the Restricted Legend and any temporary Global Security authenticated and delivered for any Notes offered and sold in offshore transactions in reliance on Regulation S shall bear Certificate Registrar, if other than the Temporary Regulation S Legend. Following the expiration of the distribution compliance period set forth in Regulation S with respect to any temporary Global Securities, beneficial interests in such temporary Global Securities shall be exchanged for one or more permanent Global SecuritiesTrustee). (b) The Notes Unless with respect to the whole or any portion of any Certificate that bears or is required to bear the applicable legends as are provided in Section 5.2(c) the Trustee determines otherwise as provided in Section 5.2(a), such legends shall initially be removed by the Trustee (i) in the case of the Rule 144A Global Security or any Definitive Certificate issued in exchange for an interest therein, upon presentation thereof by the Certificateholder to the Trustee at any time on or after the occurrence of the "Resale Restriction Termination Date" specified in such legends and (ii) in the case of the Regulation S Global Security or any Definitive Certificate issued in exchange for an interest therein, upon presentation thereof by the Certificateholder to the Trustee at any time on or after the expiration of the "distribution compliance period" (within the meaning of Regulation S). If a holder of a beneficial interest in the Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of one or more individual Securities registered a beneficial interest in the name Regulation S Global Security, or if a holder of a beneficial interest in the Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Security, upon receipt by the Trustee of (A) written instructions given in accordance with the rules and procedures of the Depositary. Any such Depository (together with, as applicable, the rules and procedures of Euroclear and Clearstream, Luxembourg, the "Applicable Procedures") from the applicable Participant directing the Trustee to cause to be credited to another account of a Participant a beneficial interest in the Regulation S Global Securities shall be Security or the Rule 144A Global Securities for purposes Security (as the case may be) equal to that of the Existing Indenture beneficial interest in the Rule 144A Global security or the Regulation S Global Security (as the case may be) to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding such other account, as well as the account of Euroclear or Clearstream, Luxembourg (as the case may be) for which such other account is held, to be credited with, and the account of such applicable Participant to be debited for, such beneficial interest and (C) a certificate satisfactory to Yorkshire Group, YPG Holdings, the Trust and the Trustee, as to such transfer's compliance with the registration requirements of the Securities Act, given by the transferor of such beneficial interest, the Trustee shall be subject (1) reduce or increase (as the case may be) the principal amount of the Rule 144A Global Security, and increase or reduce (as the case may be) the principal amount of the Regulation S Global Security, in each case by an amount equal to the provisions thereof governing principal amount of the beneficial interest in the Rule 144A Global SecuritiesSecurity or the Regulation S Global Security (as the case may be) to be so transferred, except as modified herebyevidenced as provided in Section 6.8(c) and (2) instruct the Depository to credit and debit such beneficial interests to the respective accounts specified in the instructions referred to above. (c) If Each Certificate initially issued hereunder shall, upon issuance, bear the Company determines following legends: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 without compliance with any limits thereunder and that the Restricted Legend or Temporary Regulation S Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company shall instruct the Trustee in a Company Order to cancel the Note and to authenticate and deliver to the Holder thereof (or to its transferee) a new Note of like tenor and amount of the same series, registered in the name of the Holder thereof (or its transfereeTHE "SECURITIES ACT"), that does not bear the Restricted Legend or Temporary Regulation S LegendOR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, and the TrusteeSOLD, upon receipt of an Officers’ Certificate and an Opinion of Counsel pursuant to Section 1.02 of the Existing IndentureASSIGNED, will comply with such Company Order. TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THIS CERTIFICATE MAY NOT BE PURCHASED, ACQUIRED OR HELD BY, OR SOLD OR OTHERWISE TRANSFERRED TO, ANY PERSON WHO IS RESIDENT OR ORDINARILY RESIDENT IN THE UNITED KINGDOM FOR TAX PURPOSES (dA "UK TAX-RESIDENT"). ANY PURPORTED TRANSFER TO A UK TAX-RESIDENT SHALL BE NULL AND VOID AND OF NO EFFECT. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS CERTIFICATE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") By its acceptance of any Note bearing the Restricted Legend or Temporary Regulation S Legend WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE OF THE TRUST WAS THE OWNER OF THIS CERTIFICATE (or any beneficial interest in such a NoteOR ANY PREDECESSOR OF THIS CERTIFICATE) OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(k), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT, ONLY (and any such beneficial interestA) set forth in this Seventh Supplemental Indenture and in the Restricted Legend and Temporary Regulation TO THE TRUST, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S Legend and agrees that it will transfer such Note UNDER THE SECURITIES ACT OR (and any such beneficial interestE) only in accordance with this Seventh Supplemental Indenture and such legendPURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE TRUST, YORKSHIRE POWER FINANCE 2 LIMITED, YORKSHIRE POWER GROUP LIMITED AND THE TRUSTEE PRIOR TO SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE OR SUCH EARLIER TIME AS DETERMINED BY THE TRUST IN ACCORDANCE WITH APPLICABLE LAW.

Restricted Legend. (a) Except as otherwise provided in paragraph (d) of this Section 2.61.06, Section 1.04(a), Section 1.05(c) or Section 2.51.05(d), each Note shall bear the legend set forth in Section 2.04 of the Existing Indenture and the Restricted Legend and any temporary Global Security authenticated and delivered for any Notes offered and sold in offshore transactions in reliance on Regulation S shall bear the Temporary Regulation S Legend. Following the expiration of the distribution compliance period set forth in Regulation S with respect to any temporary Global Securities, beneficial interests in such temporary Global Securities shall be exchanged exchangeable as provided in Section 1.05, for one or more permanent Global Securities. (b) The Notes shall initially be issued in the form of one or more individual Securities registered in the name of the Depositary. Any such Global Securities shall be Global Securities for purposes of the Existing Base Indenture and shall be subject to the provisions thereof governing Global Securities, except as modified hereby. (c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 without compliance with any limits thereunder and that the Restricted Legend or Temporary Regulation S Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company shall may instruct the Trustee or the Agents in a Company Order an Officers’ Certificate to cancel the Note and to authenticate and deliver issue to the Holder holder thereof (or to its transferee) a new Note of like tenor and amount of the same series, registered in the name of the Holder registered holder thereof (or its transferee), that does not bear the Restricted Legend or Temporary Regulation S Legend, and the Trustee, upon receipt of an Officers’ Certificate and an Opinion of Counsel pursuant to Section 1.02 of Trustee or the Existing Indenture, Agents will comply with such Company Orderinstruction. (d) By its acceptance of any Note bearing the Restricted Legend or Temporary Regulation S Legend (or any beneficial interest in such a Note), each Holder registered holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Seventh Second Supplemental Indenture and in the Restricted Legend and Temporary Regulation S Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Seventh Second Supplemental Indenture and such legend.

Restricted Legend. (a) Except as otherwise provided in paragraph (d) of this Section 2.6, or Section 2.5, each Note shall bear the legend set forth in Section 2.04 of the Existing Indenture and the Restricted Legend and any temporary Global Security authenticated and delivered for any Notes offered and sold in offshore transactions in reliance on Regulation S shall bear the Temporary Regulation S Legend. Following the expiration of the distribution compliance period set forth in Regulation S with respect to any temporary Global Securities, beneficial interests in such temporary Global Securities shall be exchanged for one or more permanent Global Securities. (b) The Notes shall initially be issued in the form of one or more individual Securities registered in the name of the Depositary. Any such Global Securities shall be Global Securities for purposes of the Existing Indenture and shall be subject to the provisions thereof governing Global Securities, except as modified hereby. (c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 without compliance with any limits thereunder and that the Restricted Legend or Temporary Regulation S Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company shall instruct the Trustee in a Company Order to cancel the Note and to authenticate and deliver to the Holder thereof (or to its transferee) a new Note of like tenor and amount of the same series, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or Temporary Regulation S Legend, and the Trustee, upon receipt of an Officers’ Certificate and an Opinion of Counsel pursuant to Section 1.02 of the Existing Indenture, will comply with such Company Order. (d) By its acceptance of any Note bearing the Restricted Legend or Temporary Regulation S Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Seventh Second Supplemental Indenture and in the Restricted Legend and Temporary Regulation S Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Seventh Second Supplemental Indenture and such legend.