Common use of TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A GLOBAL NOTE Clause in Contracts

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 satisfactory to the Trustee duly executed by the Holder thereof or by an attorney who is duly authorized in writing to act on behalf of the Holder, together with: (a) if such Definitive Note is being delivered to the Trustee by a Holder, without transfer, to enable such Holder to obtain a beneficial interest in a Global Note, a certification from such Holder to that effect (in substantially the form of Exhibit B hereto); PROVIDED that such Holder provides a certification that such Holder is otherwise permitted to hold a beneficial interest in a Global Note; (b) if such Definitive Note is a Transfer Restricted Security and is being transferred, certification, substantially in the form of Exhibit B hereto, that either (A) such Definitive Note is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, (B) to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), PROVIDED that the Trustee receives a certification from such transferee (in substantially the form of Exhibit C hereto), or (C) to a foreign person outside the U.S. pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), PROVIDED, that the Trustee receives a certification from such transferor (in substantially the form of Exhibit D hereto); and (c) whether or not such Definitive Note is a Transfer Restricted Security, written instructions directing the Trustee to cause, or directing the Note Custodian to cause in accordance with the standing instructions and procedures existing between the Depository and the Note Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased; then the Trustee shall cancel such Definitive Note in accordance with Section 2.01 hereof and cause, or direct the Note Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Note Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased accordingly. If no Global Notes are then outstanding, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, and an agreement with the Depository in customary form and substance acceptable to the Trustee, the Trustee shall authenticate a new Global Note in the appropriate principal amount.

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 satisfactory to the Trustee duly executed by the Holder thereof or by an attorney who is duly authorized in writing to act on behalf of the Holder, together with: (a) if such Definitive Note is being delivered to the Trustee by a Holder, without transfer, to enable such Holder to obtain a beneficial interest in a Global Note, a certification from such Holder to that effect (in substantially the form of Exhibit B hereto); PROVIDED provided that such Holder provides a certification that such Holder is otherwise permitted to hold a beneficial interest in a Global Note; (b) if such Definitive Note is a Transfer Restricted Security and is being transferred, certification, substantially in the form of Exhibit B hereto, that either (A) such Definitive Note is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, (B) to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), PROVIDED provided that the Trustee receives a certification from such transferee (in substantially the form of Exhibit C hereto), or (C) to a foreign person outside the U.S. pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), PROVIDEDprovided, that the Trustee receives a certification from such transferor (in substantially the form of Exhibit D hereto); and (c) whether or not such Definitive Note is a Transfer Restricted Security, written instructions directing the Trustee to cause, or directing the Note Custodian to cause in accordance with the standing instructions and procedures existing between the Depository Depositary and the Note Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased; then the Trustee shall cancel such Definitive Note in accordance with Section 2.01 hereof and cause, or direct the Note Custodian to cause, in accordance with the standing instructions and 31 procedures existing between the Depository Depositary and the Note Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased accordingly. If no Global Notes are then outstanding, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, and an agreement with the Depository Depositary in customary form and substance acceptable to the Trustee, the Trustee shall authenticate a new Global Note in the appropriate principal amount.

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 appropriate instruments of transfer transfer, in form satisfactory to the Trustee duly executed by the Holder thereof or by an attorney who is duly authorized in writing to act on behalf of the HolderTrustee, together with: (a) if such Definitive Note is being delivered to the Trustee by a Holder, without transfer, to enable such Holder to obtain a beneficial interest in a Global Note, a certification from such Holder to that effect (in substantially the form of Exhibit B hereto); PROVIDED that such Holder provides a certification that such Holder is otherwise permitted to hold a beneficial interest in a Global Note; (bi) if such Definitive Note is a Transfer Restricted Security and is being transferredSecurity, certification, substantially in the form of Exhibit B hereto, that either and (A) such Definitive Note is being exchanged for a beneficial interest in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of Exhibit C hereto); (B) such Definitive Note is being transferred by such Holder to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of accordance with Rule 144A under the Securities Act, (B) Act or pursuant to an institutional "accredited investor," within the meaning of exemption from registration in accordance with Rule 501(a)(1), (2), (3) 144 or (7) Rule 904 under the Securities Act or pursuant to a private placement exemption from the an effective registration requirements of statement under the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, PROVIDED that the Trustee receives a certification from such transferee the Holder thereof (in substantially the form of Exhibit C hereto), or ) to that effect; or (C) to a foreign person outside the U.S. pursuant to an such Definitive Security is being transferred in reliance on another exemption from the registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, PROVIDED, that the Trustee receives a certification to that effect from such transferor Holder (in substantially the form of Exhibit D C hereto)) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act; and (cii) whether or not such Definitive Note is a Transfer Restricted Security, written instructions from the Holder thereof directing the Trustee to causemake, or directing to direct the Note Custodian to cause make, an endorsement on the Global Note to reflect an increase in accordance with the standing instructions and procedures existing between the Depository and the Note Custodian, the aggregate principal amount of the Notes represented by the Global Note to be increased; then Note, in which case the Trustee shall cancel such Definitive Note in accordance with Section 2.01 2.11 hereof and cause, or direct the Note Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Note Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased accordingly. If no Global Notes are then outstanding, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02 2.11 hereof, and an agreement with the Depository in customary form and substance acceptable to the Trustee, the Trustee shall authenticate a new Global Note in the appropriate principal amount.

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 satisfactory to the Trustee duly executed by the Holder thereof or by an attorney who is duly authorized in writing to act on behalf of the Holder, together with: (a) if such Definitive Note is being delivered to the Trustee by a Holder, without transfer, to enable such Holder to obtain a beneficial interest in a Global Note, a certification from such Holder to that effect (in substantially the form of Exhibit B hereto); PROVIDED provided that such Holder provides a certification that such Holder is otherwise permitted to hold a beneficial interest in a Global Note; (b) if such Definitive Note is a Transfer Restricted Security and is being transferred, certification, substantially in the form of Exhibit B hereto, that either (A) such Definitive Note is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, (B) to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), PROVIDED provided that the Trustee receives a certification from such transferee (in substantially the form of Exhibit C hereto), or (C) to a foreign person outside the U.S. pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), PROVIDEDprovided, that the Trustee receives a certification from such transferor (in substantially the form of Exhibit D hereto); and (c) whether or not such Definitive Note is a Transfer Restricted Security, written instructions directing the Trustee to cause, or directing the Note Custodian to cause in accordance with the standing instructions and procedures existing between the Depository and the Note Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased; then the Trustee shall cancel such Definitive Note in accordance with Section 2.01 hereof and cause, or direct the Note Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Note Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased accordingly. If no Global Notes are then outstanding, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, and an agreement with the Depository in customary form and substance acceptable to the Trustee, the Trustee shall authenticate a new Global Note in the appropriate principal amount.