Common use of Restrictions on Transfer of Clause in Contracts

Restrictions on Transfer of. a Certificated Security for a --------------------------------------------------------- Beneficial Interest in a Global Security. A Certificated Security may ---------------------------------------- not be exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (a) so long as the Securities are Restricted Securities, certification, in the form set forth in Exhibit B-1, that such Certificated Security is being transferred to a QIB in accordance with Rule 144A; and (b) written instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate Principal Amount at Maturity of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Security and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate Principal Amount at Maturity of Securities represented by the Global Security to be increased by the aggregate Principal Amount at Maturity of the Certificated Security 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 Security equal to the Principal Amount at Maturity of the Certificated Security so cancelled. If no Global Securities are then outstanding, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate, a new Global Security in the appropriate Principal Amount at Maturity.

Restrictions on Transfer of. a Certificated Security for a --------------------------------------------------------- Beneficial Interest in a Global Security. A Certificated Security may ---------------------------------------- not be exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (a) so long as the Securities are Restricted Securities, certification, in the form set forth in Exhibit B-1, that such Certificated Security is being transferred to a QIB in accordance with Rule 144A; and (b) written instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate Principal Amount at Maturity of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Security and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate Principal Amount at Maturity of Securities represented by the Global Security to be increased by the aggregate Principal Amount at Maturity of the Certificated Security 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 Security equal to the Principal Amount at Maturity of the Certificated Security so cancelled. If no Global Securities are then outstanding, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate, a new Global Security in the appropriate Principal Amount at Maturity. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security.

Restrictions on Transfer of. a Certificated Definitive Security for a --------------------------------------------------------- ------------------------------------------------------- Beneficial Interest in a Global Security. A Certificated Definitive Security may ---------------------------------------- not be ---------------------------------------- exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, transfer in form reasonably satisfactory to the TrusteeCompany and the Registrar or Co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, together with: (ai) so long as the Securities are if such Definitive Security is a Transfer Restricted SecuritiesSecurity, certification, substantially in the form set forth in Exhibit B-1on the Security, that such Certificated Definitive Security is being transferred (x) to a QIB "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A144A under the Securities Act or (y) in accordance with Regulation S under the Securities Act; and (bii) whether or not such Definitive Security is a Transfer Restricted Security, written instructions directing the Trustee to make, or to direct the Registrar Securities Custodian to make, an adjustment endorsement on its books and records with respect to such the Global Security to reflect an increase in the aggregate Principal Amount at Maturity principal amount of the Securities represented by the applicable Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, ; then the Trustee shall cancel such Certificated Definitive Security and cause, or direct the Registrar Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the RegistrarSecurities Custodian, the aggregate Principal Amount at Maturity principal amount of Securities represented by the appropriate Global Security to be increased by the aggregate Principal Amount at Maturity of the Certificated Security 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 Security equal to the Principal Amount at Maturity of the Certificated Security so cancelledaccordingly. If no Global Securities are then outstanding, the Company shall execute, issue and the Trustee, upon receipt of a Company Order, Trustee shall authenticate, a authenticate an appropriate new Global Security in the appropriate Principal Amount at Maturityprincipal amount.

Restrictions on Transfer of. a Certificated Definitive Security for a --------------------------------------------------------- ------------------------------------------------------- Beneficial Interest in a Global Security. A Certificated Definitive Security may ---------------------------------------- not be ---------------------------------------- exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (ai) so long as the Securities are if such Definitive Security is a Transfer Restricted SecuritiesSecurity, certification, substantially in the form set forth in Exhibit B-1on the reverse of the Security, that such Certificated Definitive Security is being transferred to a QIB "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A144A under the Securities Act; and (bii) whether or not such Definitive Security is a Transfer Restricted Security, written instructions directing the Trustee to make, or to direct the Registrar Securities Custodian to make, an adjustment endorsement on its books and records with respect to such the Global Security to reflect an increase in the aggregate Principal Amount at Maturity principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, ; then the Trustee shall cancel such Certificated Definitive Security and cause, or direct the Registrar Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the RegistrarSecurities Custodian, the aggregate Principal Amount at Maturity principal amount of Securities represented by the Global Security to be increased by the aggregate Principal Amount at Maturity of the Certificated Security 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 Security equal to the Principal Amount at Maturity of the Certificated Security so cancelledaccordingly. If no Global Securities are then outstanding, the Company shall execute, issue and the Trustee, upon receipt of a Company Order, Trustee shall authenticate, authenticate a new Global Security in the appropriate Principal Amount at Maturityprincipal amount.

Restrictions on Transfer of. a Certificated Definitive Security for a --------------------------------------------------------- ------------------------------------------------------- Beneficial Interest in a Global Security. A Certificated Definitive Security may ---------------------------------------- not be ------------------- exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Definitive Security, duly endorsed or accompanied by appropriate instruments a written instrument of transfer, transfer in form reasonably satisfactory to the TrusteeCompany and the Xxxxxxxxx, together with: (a) so long as the Securities are Restricted Securities, certification, in the form set forth in Exhibit B-1, that such Certificated Security is being transferred to a QIB in accordance with Rule 144A; and (b) written instructions directing the Trustee to make, or to direct the Registrar Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate Principal Amount at Maturity principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Definitive Security and cause, or direct the Registrar Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the RegistrarSecurities Custodian, the aggregate Principal Amount at Maturity principal amount of Securities represented by the Global Security to be increased by the aggregate Principal Amount at Maturity principal amount of the Certificated Definitive Security to be exchanged, 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 Security equal to the Principal Amount at Maturity principal amount of the Certificated Definitive Security so cancelledcanceled. If no Global Securities are then outstandingoutstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4, the Company shall execute, issue and the TrusteeTrustee shall authenticate, upon receipt written order of a the Company Order, shall authenticatein the form of an Officers' Certificate, a new Global Security in the appropriate Principal Amount at Maturityprincipal amount.

Restrictions on Transfer of. a Certificated Definitive Security for a --------------------------------------------------------- ------------------------------------------------------- Beneficial Interest in a Global Security. A Certificated Definitive Security may ---------------------------------------- not be ---------------------------------------- exchanged for a beneficial interest in a Global Security Security, except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, transfer in form reasonably satisfactory to the TrusteeCompany and the Registrar or Co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, together with: (ai) so long as the Securities are if such Definitive Security is a Transfer Restricted SecuritiesSecurity, certification, substantially in the form set forth in Exhibit B-1on the Security, that such Certificated Definitive Security is being transferred to a QIB "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A144A under the Securities Act; and (bii) regardless of whether such Definitive Security is a Transfer Restricted Security, written instructions directing the Trustee to make, or to direct the Registrar Securities Custodian to make, an adjustment endorsement on its books and records with respect to such the Global Security to reflect an increase in the aggregate Principal Amount at Maturity principal amount of the Securities represented by the applicable Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, ; then the Trustee shall cancel such Certificated Definitive Security and cause, or direct the Registrar Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the RegistrarSecurities Custodian, the aggregate Principal Amount at Maturity principal amount of Securities represented by the appropriate Global Security to be increased by the aggregate Principal Amount at Maturity of the Certificated Security 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 Security equal to the Principal Amount at Maturity of the Certificated Security so cancelledaccordingly. If no Global Securities are then outstanding, the Company shall execute, issue and the Trustee, upon receipt of a the authentication order of the Company Orderin the form of an Officers' Certificate, shall authenticate, a authenticate an appropriate new Global Security in the appropriate Principal Amount at Maturityprincipal amount.