Common use of Transfer and Exchange of Definitive Debentures Clause in Contracts

Transfer and Exchange of Definitive Debentures. When Definitive Debentures are presented to the Debenture Registrar with a request (x) to register the transfer of such Definitive Debentures or (y) to exchange such Definitive Debentures for an equal principal amount of Definitive Debentures of other authorized denominations, the Debenture Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Debentures surrendered for registration of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Debenture Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (ii) in the case of Transfer Restricted Debentures that are Definitive Debentures, shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Debenture is being delivered to the Debenture Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (B) if such Transfer Restricted Debenture is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that is aware that any sale of Debentures to it will be made in reliance on Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Debenture for its own account or for the account of another such "qualified institutional buyer," a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (C) if such Transfer Restricted Debenture is being transferred pursuant to an exemption from registration in accordance with Rule 144, or outside the United States in an offshore transaction in compliance with Rule 904 under the Securities Act, or pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (D) if such Transfer Restricted Debenture is being transferred in reliance on another exemption from the registration requirements of the Securities Act and with all applicable securities laws of the States of the United States, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture) and an Opinion of Counsel from the Holder reasonably acceptable to the Company, the Trustee and to the Debenture Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Debentures. When Definitive Debentures are presented to the Debenture Registrar with a request request: (xi) to register the transfer of such Definitive Debentures or Debentures; or (yii) to exchange such Definitive Debentures for an equal principal amount of Definitive Debentures of other authorized denominations, the Debenture Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Debentures surrendered for registration of transfer or exchange: (i1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Debenture Registrar, duly executed by the Holder holder thereof or his its attorney duly authorized in writing; and (ii2) in the case of Transfer Restricted Debentures that are Definitive Debentures, shall be are accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Debenture is Definitive Debentures are being delivered to the Debenture Registrar by a Holder holder for registration in the name of such Holderholder, without transfer, a certification from such Holder holder to that effect (in substantially the form set forth on the reverse side of the Debenture); or (B) if such Transfer Restricted Debenture is Definitive Debentures are being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that is aware that any sale of Debentures to it will be made in reliance on Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Debenture for its own account or for the account of another such "qualified institutional buyer," Company, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Debenture); or (C) if such Transfer Restricted Debenture is Definitive Debentures are being transferred pursuant to an exemption from registration in accordance with Rule 144, or outside the United States in an offshore transaction in compliance with Rule 904 144 under the Securities Act, Act or pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (D) if such Transfer Restricted Debenture is being transferred in reliance on upon another exemption from the registration requirements of the Securities Act and with all applicable securities laws of the States of the United StatesAct, (x) a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Debenture) and (y) if the Company so requests, an Opinion opinion of Counsel from the Holder counsel or other evidence reasonably acceptable satisfactory to it as to the Company, the Trustee and to the Debenture Registrar to the effect that such transfer is in compliance with the Securities Actrestrictions set forth in the legend set forth in Section 2.3(d)(i).

Transfer and Exchange of Definitive Debentures. When Definitive Debentures are presented to the Debenture Registrar with a request (x) to register the transfer of such Definitive Debentures or (y) to exchange such Definitive Debentures for an equal principal amount at maturity of Definitive Debentures of other authorized denominations, the Debenture Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; providedPROVIDED, howeverHOWEVER, that the Definitive Debentures surrendered for registration of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Debenture Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (ii) in the case of Transfer Restricted Debentures that are Definitive Debentures, shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Debenture is being delivered to the Debenture Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (B) if such Transfer Restricted Debenture is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) QIB that is aware that any sale of Debentures to it will shall be made in reliance on Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Debenture for its own account or for the account of another such "qualified institutional buyer," QIB, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (C) if such Transfer Restricted Debenture is being transferred pursuant to an exemption from registration in accordance with Rule 144, or outside the United States in an offshore transaction in compliance with Rule 904 under the Securities Act904, or pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (D) if such Transfer Restricted Debenture is being transferred in reliance on another exemption from the registration requirements of the Securities Act and with all applicable securities laws of the States of the United States, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture) and an Opinion of Counsel from the Holder reasonably acceptable to the Company, the Trustee Trustee, and to the Debenture Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Debentures. When Definitive Debentures are presented to the Debenture Registrar with a request (x) to register the transfer of such Definitive Debentures or (y) to exchange such Definitive Debentures for an equal principal amount of Definitive Debentures of other authorized denominations, the Debenture Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Debentures surrendered for registration of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Debenture Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (ii) in the case of Transfer Restricted Debentures that are Definitive Debentures, shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Debenture is being delivered to the Debenture Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (B) if such Transfer Restricted Debenture is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that is aware that any sale of Debentures to it will be made in reliance on Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Debenture for its own account or for the account of another such "qualified institutional buyer," a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (C) if such Transfer Restricted Debenture is being transferred pursuant to an exemption from registration in accordance with Rule 144, or outside the United States in an offshore transaction in compliance with Rule 904 under the Securities Act, or pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (D) if such Transfer Restricted Debenture is being transferred in reliance on another exemption from the registration requirements of the Securities Act and with all applicable securities laws of the States of the United States, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture) and an Opinion of Counsel from the Holder reasonably acceptable to the Company, the Trustee Trustee, and to the Debenture Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Definitive Debentures. When Definitive Debentures are presented to the Debenture Registrar with a request request: (xi) to register the transfer of such Definitive Debentures or Debentures; or (yii) to exchange such Definitive Debentures for an equal principal amount of Definitive Debentures of other authorized denominations, the Debenture Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Debentures surrendered for registration of transfer or exchange: (i1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Debenture Registrar, duly executed by the Holder holder thereof or his attorney duly authorized in writing; and (ii2) in the case of Transfer Restricted Debentures that are Definitive Debentures, shall be are accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Debenture is Definitive Debentures are being delivered to the Debenture Registrar by a Holder holder for registration in the name of such Holderholder, without transfer, a certification from such Holder holder to that effect (in substantially the form set forth on the reverse side of the Debenture); or (B) if such Transfer Restricted Debenture is Definitive Debentures are being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that is aware that any sale of Debentures to it will be made in reliance on Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Debenture for its own account or for the account of another such "qualified institutional buyer," Company, a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Debenture); or (C) if such Transfer Restricted Debenture is Definitive Debentures are being transferred pursuant to an exemption from registration in accordance with Rule 144, or outside the United States in an offshore transaction in compliance with Rule 904 144 under the Securities Act, Act or pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (D) if such Transfer Restricted Debenture is being transferred in reliance on upon another exemption from the registration requirements of the Securities Act and with all applicable securities laws of the States of the United StatesAct, (x) a certification from such Holder to that effect (in substantially the form set forth on the reverse side of the Debenture) and (y) if the Company so requests, an Opinion opinion of Counsel from the Holder counsel or other evidence reasonably acceptable satisfactory to it as to the Company, the Trustee and to the Debenture Registrar to the effect that such transfer is in compliance with the Securities Actrestrictions set forth in the legend set forth in Section 2.3(d)(i).

Transfer and Exchange of Definitive Debentures. When Definitive Debentures are presented by a Holder to the Debenture Registrar with a request (x) to register the transfer of such the Definitive Debentures or (y) to exchange such Definitive Debentures for an equal principal amount of Definitive Debentures of other authorized denominations, the Debenture Registrar shall register the transfer or make the exchange as requested only if its reasonable requirements for such transaction are met; provided, however, that the Definitive Debentures are presented or surrendered for registration of transfer or exchange: (i) shall be duly , are endorsed and contain a signature guarantee or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Debenture Registrar, Registrar duly executed by the such Holder thereof or by his attorney and contains a signature guarantee, duly authorized in writing; andwriting and the Registrar received the following documentation (all of which may be submitted by facsimile): (iii) in the case of Transfer Restricted Definitive Debentures that are Definitive DebenturesTransfer Restricted Securities, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Debenture Security is being delivered to the Debenture Registrar by a Holder for registration in the name of such Holder, without transfer, or such Transfer Restricted Security is being transferred to the Company or any of its Subsidiaries, a certification to that effect from such Holder to that effect (in substantially the form set forth on the reverse of the DebentureExhibit B-1 hereto); or; (B) if such Transfer Restricted Debenture Security is being transferred to a "qualified institutional buyer" (as defined QIB in Rule 144A under the Securities Act) that is aware that any sale of Debentures to it will be made in reliance on accordance with Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Debenture for its own account or for the account of another such "qualified institutional buyer," a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (C) if such Transfer Restricted Debenture is being transferred pursuant to an exemption from registration in accordance with Rule 144, or outside the United States in an offshore transaction in compliance with Rule 904 144 under the Securities Act, Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder to that effect (in substantially the form set forth on of Exhibit B-1 hereto); (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 904 under the reverse Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-1 hereto) and any applicable blue sky laws of any state of the Debenture); orUnited States; (D) if such Transfer Restricted Debenture Security is being transferred to an Institutional Accredited Investor in reliance on another an exemption from the registration requirements of the Securities Act and with all applicable securities laws of the States of the United States, a certification from such Holder to that effect other than those listed in subparagraphs (in substantially the form set forth on the reverse of the Debenture) and an Opinion of Counsel from the Holder reasonably acceptable to the Company, the Trustee and to the Debenture Registrar to the effect that such transfer is in compliance with the Securities Act.B)

Transfer and Exchange of Definitive Debentures. When Definitive Debentures are presented by a Holder to the Debenture Registrar with a request (x1) to register the transfer of such the Definitive Debentures or (y2) to exchange such Definitive Debentures for an equal principal amount of Definitive Debentures of other authorized denominations, the Debenture Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction transactions are met; provided, however, that the Definitive Debentures surrendered for registration of transfer or exchange: (i) shall be so presented have been duly endorsed or accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Debenture Registrar, Registrar duly executed by the Holder thereof or such Holdxx xx by his attorney attorney, duly authorized in writing; and and (iiB) in the case of Transfer a Restricted Debentures that are Definitive DebenturesSecurity, such request shall be accompanied by the following additional information and documents, as applicable: (Ai) if such Transfer Restricted Debenture Security is being delivered to the Debenture Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the DebentureExhibit B attached hereto); or (Bii) if such Transfer Restricted Debenture Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that is aware that any sale of Debentures to it will be made in reliance on Rule 144A under the Securities Act and that is acquiring such Transfer Restricted Debenture for its own account or for the account of another such "qualified institutional buyer," a certification from such Holder to that effect (in substantially the form set forth on the reverse of the Debenture); or (C) if such Transfer Restricted Debenture is being transferred pursuant to an exemption from registration QIB in accordance with Rule 144, or outside the United States in an offshore transaction in compliance with Rule 904 under the Securities Act, 144A or pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the DebentureExhibit B attached hereto); or (Diii) if such Transfer Restricted Debenture Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act and with all applicable securities laws of the States of the United StatesAct, a certification from such Holder to that effect (in substantially the form set forth on the reverse of the DebentureExhibit B attached hereto) and an Opinion opinion of Counsel from the Holder counsel reasonably acceptable to the Company, Company and the Trustee and to the Debenture Registrar to the effect that such transfer is in compliance with the Securities Act.