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

Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with: (i) certification (in the form set forth on the reverse side of the applicable Initial Note) that such Definitive Note is being transferred (A) to a person reasonably believed to be QIB in accordance with Rule 144A or (B) to a non-U.S. Person outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities Act; 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 Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the DTC account to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between DTC and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive 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 Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Definitive Notes pursuant to this Indenture, the Company shall issue and the Trustee shall authenticate, upon receipt of an order from the Company, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with:; (i) certification (in the form set forth on the reverse side of the applicable Initial Note) that such Definitive Note is being transferred (A1) to a person reasonably believed to be QIB in accordance with Rule 144A or (B2) to a non-U.S. Person outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities Act, which certification shall be accompanied by a signed letter substantially in the form of Exhibit B; and (ii) written instructions directing the Trustee to make, or to direct the Notes Securities Custodian to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes Note represented by the Global Note, such instructions to contain information regarding the DTC account Depository to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Securities Custodian to cause, in accordance with the standing instructions and procedures existing between DTC the Depository and the Notes Securities Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive 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 Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Definitive Notes certificated securities pursuant to this IndentureSection 2.4, the Company shall issue and the Trustee shall authenticate, upon receipt written order of the Company in the form of an order from the CompanyOfficers’ Certificate, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuer and the Registrar, together with: (i) certification (in the form set forth on the reverse side of the applicable Initial Note) that such Definitive Note is being transferred (A1) to a person reasonably believed to be QIB in accordance with Rule 144A 144A, (2) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit B or (B3) to a non-U.S. Person outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities Act; 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 Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the DTC Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between DTC the Depositary and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive 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 Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Definitive Notes certificated securities pursuant to this IndentureSection 2.4, the Company Issuer shall issue and the Trustee shall authenticate, upon receipt of an order from the CompanyIssuer Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuer and the Registrar, together with: (i) (A) certification (in the form set forth on the reverse side of the applicable Initial Note) that such Definitive Note is being transferred (A1) to a person Person whom the transferor reasonably believed to be believes is a QIB and in accordance with Rule 144A or (B2) to a non-U.S. Person outside the United States of America in an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities Act, and in each case in accordance with Canadian Securities Legislation, if applicable, or (B) such other certification and, in the case of transfers described in clause (A)(3) above, Opinion of Counsel as the Issuer or the Trustee shall require; 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 Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the DTC Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between DTC the Depositary and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive 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 Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Definitive Notes pursuant to this Indentureoutstanding, the Company shall Issuer may issue and the Trustee shall authenticate, upon receipt of an order from Authentication Order of the CompanyIssuer in the form of an Officer’s Certificate, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuer and the Registrar, together with:; (i) certification (in the form set forth on the reverse side of the applicable Initial Note) that such Definitive Note is being transferred (A1) to a person reasonably believed to be QIB in accordance with Rule 144A or (B2) to a non-U.S. Person outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities Act, which certification shall be accompanied by a signed letter substantially in the form of Exhibit B; and (ii) written instructions directing the Trustee to make, or to direct the Notes Securities Custodian to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes Note represented by the Global Note, such instructions to contain information regarding the DTC account Depository to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Securities Custodian to cause, in accordance with the standing instructions and procedures existing between DTC the Depository and the Notes Securities Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive 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 Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Definitive Notes certificated securities pursuant to this IndentureSection 2.4, the Company Issuer shall issue and the Trustee shall authenticate, upon receipt written order of the Issuer in the form of an order from the CompanyOfficers’ Certificate, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuer and the Registrar, together with: (i) certification (in the form set forth on the reverse side of the applicable Initial Note) that such Definitive Note is being transferred (A1) to a person reasonably believed to be QIB in accordance with Rule 144A 144A, (2) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit B or (B3) to a non-U.S. Person outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities Act; 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 Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the DTC Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between DTC the Depositary and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive 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 Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Definitive Notes certificated securities pursuant to this IndentureSection 2.4, the Company Issuer shall issue and the Trustee shall authenticate, upon receipt of an order from Authentication Order the Company, Trustee shall authenticate a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuers and the Registrar, together with: (i1) (A) certification (in the form set forth on the reverse side of the applicable Initial Note) that such Definitive Note is being transferred (A1) to a person Person who the transferor reasonably believed to be believes is a QIB and in accordance with Rule 144A or (B2) to a non-U.S. Person outside the United States of America in an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities ActAct or (B) such other certifications as the Issuers or the Trustee shall require; and (ii2) 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 Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the DTC Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between DTC the Depositary and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive 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 Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Definitive Notes pursuant to this Indentureoutstanding, the Company shall Issuers may issue and the Trustee shall authenticate, upon receipt of an order from the CompanyIssuers’ Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Issuers and the Registrar, together with: (i) (A) certification (in the form set forth on the reverse side of the applicable Initial Note) that such Definitive Note is being transferred (A1) to a person Person whom the transferor reasonably believed to be believes is a QIB and in accordance with Rule 144A or (B2) to a non-U.S. Person outside the United States of America in an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities Act, and in each case in accordance with Canadian Securities Legislation, if applicable, or (B) such other certification and, in the case of transfers described in clause (A)(3) above, Opinion of Counsel as the Issuers or the Trustee shall require; 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 Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the DTC Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between DTC the Depositary and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive 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 Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Definitive Notes pursuant to this Indentureoutstanding, the Company shall Issuers may issue and the Trustee shall authenticate, upon receipt of an order from Authentication Order of the CompanyIssuers in the form of an Officers’ Certificate, a new Global Note in the appropriate principal amount.