Common use of Restricted Security to Restricted Security Clause in Contracts

Restricted Security to Restricted Security. If a holder of a Restricted Security wishes at any time to transfer such Restricted Security to a person who is required to take delivery thereof in the form of a Restricted Security, such holder may, subject to the restrictions on transfer set forth herein and in such Restricted Security, cause the exchange of such Restricted Security for one or more Restricted Securities of any authorized denomination or denominations and of the same aggregate principal amount at maturity. Upon receipt by the Registrar of (1) such Restricted Security, duly endorsed as provided herein, (2) instructions from such holder directing the Trustee to authenticate and deliver one or more Restricted Securities of the same aggregate principal amount at maturity as the Restricted Security to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Restricted Securities to be so issued and appropriate delivery instructions, (3) a certificate from the holder of the Restricted Security to be exchanged in the form of Exhibit B attached hereto, (4) a certificate in the form of Exhibit C attached hereto given by the person acquiring the Restricted Securities for which such interest is being exchanged, to the effect set forth therein, and (5) such other certifications, legal opinions or other information as the Company 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, then the Registrar, shall cancel or cause to be canceled such Restricted Security and concurrently therewith, the Company shall execute, and the Trustee shall authenticate and deliver, one or more Restricted Securities of the same aggregate principal amount at maturity, in accordance with the instructions referred to above.

Restricted Security to Restricted Security. If a holder Holder of a Restricted Security wishes at any time to transfer such Restricted Security to a person who is required to take delivery thereof in the form of a Restricted Security, such holder Holder may, subject to the restrictions on transfer set forth herein and in such Restricted Security, cause the exchange of such 33 Restricted Security for one or more Restricted Securities of any authorized denomination or denominations and of the same aggregate principal amount at maturityamount. Upon receipt by the Registrar Trustee, as Registrar, at its office in The City of New York of (1) such Restricted Security, duly endorsed as provided herein, (2) instructions from such holder Holder directing the Trustee Trustee, as Registrar, to authenticate and deliver one or more Restricted Securities of the same aggregate principal amount at maturity as the Restricted Security to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, and the authorized denomination or denominations of the Restricted Securities to be so issued and appropriate delivery instructions, (3) a certificate from the holder Holder of the Restricted Security to be exchanged in the form of Exhibit B attached hereto, (4) a certificate in the form of Exhibit C attached hereto given by the person acquiring the Restricted Securities for which such interest is being exchanged, to the effect set forth therein, and (5) such other certifications, legal opinions or other information as the Company 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, then the Trustee, as Registrar, shall cancel or cause to be canceled cancelled such Restricted Security and concurrently therewith, the Company shall execute, and the Trustee shall authenticate and deliver, one or more Restricted Securities of the same aggregate principal amount at maturityamount, in accordance with the instructions referred to above.

Restricted Security to Restricted Security. If a holder of a Restricted Security wishes at any time to transfer such Restricted Security to a person Person who is required to take delivery thereof in the form of a Restricted Security, such holder may, subject to the restrictions on transfer set forth herein and in such Restricted Security, cause the exchange of such Restricted Security for one or more Restricted Securities of any authorized denomination or denominations and of the same aggregate principal amount at maturityamount. Upon receipt by the Registrar Trustee, as Registrar, at its office in The City of New York of (1) such Restricted Security, duly endorsed as provided herein, (2) instructions from such holder directing the Trustee Trustee, as Registrar, to authenticate and deliver one or more Restricted Securities of the same aggregate principal amount at maturity as the Restricted Security to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Restricted Securities to be so issued and appropriate delivery instructions, (3) a certificate from the holder of the Restricted Security to be exchanged in the form of Exhibit B E attached hereto, (4) a certificate in the form of Exhibit C F attached hereto given by the person Person acquiring the Restricted Securities for which such interest is being exchanged, to the effect set forth therein, and (5) such other certifications, legal opinions or other information as the Company or the Trustee 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, then the Trustee, as Registrar, shall cancel or cause to be canceled cancelled such Restricted Security and concurrently therewith, the Company shall execute, and the Trustee shall authenticate and deliver, one or more Restricted Securities of the same aggregate principal amount at maturityamount, in accordance with the instructions referred to above.

Restricted Security to Restricted Security. If a holder of ------------------------------------------ a Restricted Security wishes at any time to transfer such Restricted Security to a person Person who is required wishes to take delivery thereof in the form of a Restricted Security, such holder may, subject to the restrictions on transfer set forth herein and in such Restricted Security, cause the exchange of such Restricted Security Securities for one or more Restricted Securities of any authorized denomination or denominations and of the same aggregate principal amount at maturityamount. Upon receipt by the Registrar Trustee at its Corporate Trust Office of (1) such Restricted Security, duly endorsed as provided herein, (2) instructions from such holder directing the Trustee to authenticate and deliver one or more Restricted Securities of the same aggregate principal amount at maturity as the Restricted Security to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Restricted Securities to be so issued and appropriate delivery instructions, (3) a certificate from the holder of the Restricted Security to be exchanged in the form of Exhibit B C attached heretohereto (in the event that the transfer is being made to an Institutional Accredited Investor otherwise than pursuant to Rule 144A), (4) a certificate in the form of Exhibit C D attached hereto (in the event the transfer is being made to an Institutional Accredited Investor otherwise than pursuant to Rule 144A) given by the person Person acquiring the Restricted Securities for which such interest is being exchanged, to the effect set forth therein, and (5) an opinion of counsel to the transferor of such other certificationsRestricted Security in the form of Exhibit E hereto, legal opinions or other information as to the Company 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 Acteffect set forth therein, then the Registrar, Trustee shall cancel or cause to be canceled cancelled such Restricted Security and and, concurrently therewith, the Company shall execute, and the Trustee shall authenticate and deliver, one or more Restricted Securities of the same aggregate principal amount at maturityamount, in accordance with the instructions referred to above.

Restricted Security to Restricted Security. If a holder of a ------------------------------------------ Restricted Security wishes at any time to transfer such Restricted Security to a person who is required to take delivery thereof in the form of a Restricted Security, such holder may, subject to the restrictions on transfer set forth herein and in such Restricted Security, cause the exchange of such Restricted Security for one or more Restricted Securities of any authorized denomination or denominations and of the same aggregate principal amount at maturityamount. Upon receipt by the Registrar Trustee, as Registrar, at its office in The City of New York of (1) such Restricted Security, duly endorsed as provided herein, (2) instructions from such holder directing the Trustee Trustee, as Registrar, to authenticate and deliver one or more Restricted Securities of the same aggregate principal amount at maturity as the Restricted Security to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Restricted Securities to be so issued and appropriate delivery instructions, (3) a certificate from the holder of the Restricted Security to be exchanged in the form of Exhibit B E attached hereto, (4) a certificate in the form of Exhibit C F attached hereto given by the person acquiring the Restricted Securities for which such interest is being exchanged, to the effect set forth therein, and (5) such other certifications, legal opinions or other information as the Company 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, then the Trustee, as Registrar, shall cancel or cause to be canceled cancelled such Restricted Security and concurrently therewith, the Company shall execute, and the Trustee shall authenticate and deliver, one or more Restricted Securities of the same aggregate principal amount at maturity, in accordance with the instructions referred to above.