Common use of Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note Clause in Contracts

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Rule 144A Global Note or a Permanent Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) certification, in the form set forth on the reverse of the Note, that such Certificated Note is either (A) being transferred to a QIB in accordance with Rule 144A or (B) being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in the Permanent Regulation S Global Note; and (ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, equal to the principal amount of the Certificated Note so canceled. If no Rule 144A Global Notes or Permanent Regulation S Global Notes, as applicable, are then outstanding, the Issuer shall issue and the Trustee shall authenticate, upon written order of the Issuer in the form of an Officers’ Certificate of the Issuer, a new Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Rule 144A Global Note or a Permanent Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar or co-Registrar, together with: (iA) in the case of Certificated Notes, the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form set forth on the reverse of the NoteEXHIBIT C hereto, that such Certificated Note is either (A) being transferred (I) to a QIB Qualified Institutional Buyer, (II) and Institutional Accredited Investor (and, in accordance the case of this clause (II), the Company shall have received a transferee letter of representation substantially in the form of EXHIBIT A hereto and, at the option of the Company, an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transaction is in compliance with Rule 144A the Securities Act) or (BIII) being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Note in an offshore transaction in reliance on Regulation S to (and, in the case of this clause III, the Company shall have received a buyer who elects to hold its interest in such Note transferor certificate for Regulation S transfers substantially in the form of a beneficial interest EXHIBIT E hereto and, at the option of the Company, an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transaction is in comnpliance with the Permanent Regulation S Global NoteSecurities Act); and (iiB) written instructions from the Holder thereof directing the Trustee Registrar or co-Registrar to make, or to direct the Notes Custodian Depository to make, an adjustment endorsement on its books and records with respect to such Rule 144A the applicable Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes CustodianRegistrar or co-Registrar, the aggregate principal amount of Notes represented by the Rule 144A applicable Global Note or Permanent Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, equal to the principal amount of the Certificated Note so canceledaccordingly. If no Rule 144A Global Note representing Notes held by Qualified Institutional Buyers or Permanent Persons acquiring Notes in offshore transactions in reliance on Regulation S Global NotesS, as applicablethe case may be, are is then outstanding, the Issuer Company shall issue and the Trustee shall authenticateshall, upon written receipt of an authentication order of the Issuer in the form of an Officers’ ' Certificate of the Issuerin accordance with Section 2.02, authenticate such a new Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Rule 144A Global Note or a Permanent Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar or co-Registrar, together with: (iA) certificationin the case of Certificated Notes, the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification (substantially in the form set forth on the reverse of the NoteEXHIBIT C), that such Certificated Note is either (A) being transferred (I) to a QIB Qualified Institutional Buyer, (II) to an Institutional Accredited Investor (and, in accordance the case of this clause (II), the Company shall have received a transferee letter of representation (substantially in the form of EXHIBIT D) and, at the option of the Company, an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transaction is in compliance with Rule 144A the Securities Act) or (BIII) being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Note in an offshore transaction in reliance on Regulation S to (and, in the case of this clause III, the Company shall have received a buyer who elects to hold its interest in such Note transferor certificate for Regulation S transfers (substantially in the form of a beneficial interest EXHIBIT E) and, at the option of the Company, an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transaction is in compliance with the Permanent Regulation S Global NoteSecurities Act); and (iiB) written instructions from the Holder thereof directing the Trustee Registrar or co-Registrar to make, or to direct the Notes Custodian Depository to make, an adjustment endorsement on its books and records with respect to such Rule 144A the applicable Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes CustodianRegistrar or co-Registrar, the aggregate principal amount of Notes represented by the Rule 144A applicable Global Note or Permanent Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, equal to the principal amount of the Certificated Note so canceledaccordingly. If no Rule 144A Global Note representing Notes held by Qualified Institutional Buyers or Permanent Persons acquiring Notes in offshore transactions in reliance on Regulation S Global NotesS, as applicablethe case may be, are is then outstanding, the Issuer Company shall issue and the Trustee shall authenticateshall, upon written receipt of an authentication order of the Issuer in the form of an Officers’ ' Certificate of the Issuerin accordance with Section 2.02, authenticate such a new Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Rule 144A Global Note or a Permanent Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar or co-Registrar, together with: (iA) in the case of Certificated Notes, the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form set forth on the reverse of the NoteExhibit C hereto, that such Certificated Note is either (A) being transferred (I) to a QIB Qualified Institutional Buyer, (II) and Institutional Accredited Investor (and, in accordance the case of this clause (II), the Issuers shall have received a transferee letter of representation substantially in the form of Exhibit D hereto and, at the option of the Issuers, an Opinion of Counsel reasonably satisfactory to the Issuers to the effect that such transaction is in compliance with Rule 144A the Securities Act) or (BIII) being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Note in an offshore transaction in reliance on Regulation S to (and, in the case of this clause III, the Issuers shall have received a buyer who elects to hold its interest in such Note transferor certificate for Regulation S transfers substantially in the form of a beneficial interest in the Permanent Regulation S Global NoteExhibit E hereto); and (iiB) written instructions from the Holder thereof directing the Trustee Registrar or co-Registrar to make, or to direct the Notes Custodian Depository to make, an adjustment endorsement on its books and records with respect to such Rule 144A the applicable Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes CustodianRegistrar or co-Registrar, the aggregate principal amount of Notes represented by the Rule 144A applicable Global Note or Permanent Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, equal to the principal amount of the Certificated Note so canceledaccordingly. If no Rule 144A Global Note representing Notes held by Qualified Institutional Buyers or Permanent Persons acquiring Notes in offshore transactions in reliance on Regulation S Global NotesS, as applicablethe case may be, are is then outstanding, the Issuer Issuers shall issue and the Trustee shall authenticateshall, upon written receipt of an authentication order of the Issuer in the form of an Officers’ Certificate of the Issuerin accordance with Section 2.02, authenticate such a new Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal amount.