Common use of Transfer of a Clause in Contracts

Transfer of a. Beneficial Interest in a Global --------------------------------------------- Security for a Definitive Security. ---------------------------------- (i) Any person having a beneficial interest in a Global Security may upon request exchange such beneficial interest for a Definitive Security; provided, that in no event shall the Reg S Temporary -------- Global Security be exchanged by the Issuers for Definitive Securities prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificate identified by the Issuers and their counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository from the Depository or its nominee on behalf of any person having a beneficial interest in a Global Security and upon receipt by the Trustee of a written order or such other form of instructions as is customary for the Depository or the person designated by the Depository as having such a beneficial interest in a Transfer Restricted Security only, the following additional information and documents (all of which may be submitted by facsimile): (A) if such beneficial interest is being transferred to the person designated by the Depository as being the beneficial owner, a certification from such person to that effect (in substantially the form set forth on the reverse of the Security); or (B) if such beneficial interest is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act, a certification to that effect from the transferor (in the form set forth on the reverse of the Security); or (C) if such beneficial interest is being transferred (i) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or Regulation S, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to an "institutional accredited investor" within the meaning of Rule 501(A)(1), (2), (3) or (7) under the Securities Act that is acquiring the security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of $100,000, not with a view to or for offer or sale in connection with distribution in violation of the Securities Act, or (iv) in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect from the transferee or transferor (in the form set forth on the reverse of the Security) and in the case of (iii) above a letter of representation from the transferee in form and substance reasonably satisfactory to the Issuers and the Registrar and in the case of (i), (iii) and (iv) above, if the Issuers or the Registrar so requests, an Opinion of Counsel reasonably acceptable to the Issuers and to the Registrar to the effect that such transfer is in compliance with the Securities Act, then the Registrar or the Securities Custodian, at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of the Global Security to be reduced and, following such reduction, the Issuers will execute and the Trustee will authenticate and deliver to the transferee a Definitive Security in the appropriate principal amount. (ii) Definitive Securities issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.6(d) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Registrar shall deliver such Definitive Securities to the persons in whose names such Securities are so registered.

Transfer of a. Certificated Security for a Beneficial Interest in a Global --------------------------------------------- Note. A Certificated Security may not be exchanged for a Definitive Security. ---------------------------------- (i) Any person having a beneficial interest in a Global Security may Note except upon request exchange such beneficial interest for a Definitive Security; provided, that in no event shall the Reg S Temporary -------- Global Security be exchanged by the Issuers for Definitive Securities prior to (x) the expiration satisfaction of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificate identified by the Issuers and their counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Actrequirements set forth below. Upon receipt by the Trustee of written instructions a Certificated Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) if such other form of instructions as Certificated Security is customary for the Depository from the Depository or its nominee on behalf of any person having a beneficial interest in a Global Security and upon receipt by the Trustee of a written order or such other form of instructions as is customary for the Depository or the person designated by the Depository as having such a beneficial interest in a Transfer Restricted Security only, the following additional information and documents (all of which may be submitted by facsimile): (A) if such beneficial interest is being transferred to the person designated by the Depository as being the beneficial ownerSecurity, a certification from such person to that effect the Holder thereof (in substantially the form set forth on of Exhibit B hereto) to the reverse of the Security); or (B) if effect that such beneficial interest Certificated Security is being transferred by such Holder either: (A) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act, a certification to that effect from the transferor (in the form set forth on the reverse of the Security); or (CB) if based upon an Opinion of Counsel from such beneficial interest is being transferred (i) Holder or the transferee reasonably acceptable to the Company, the Trustee and to the Registrar, pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or Regulation S, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to an "institutional accredited investor" within the meaning of Rule 501(A)(1), (2), (3) or (7) under the Securities Act that is acquiring the security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of $100,000, not with a view to or for offer or sale in connection with distribution in violation of the Securities Act, or (iv) in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect from the transferee or transferor (in the form set forth on the reverse of the Security) and in the case of (iii) above a letter of representation from the transferee in form and substance reasonably satisfactory to the Issuers and the Registrar and in the case of (i), (iii) and (iv) above, if the Issuers or the Registrar so requests, an Opinion of Counsel reasonably acceptable to the Issuers and to the Registrar to the effect that such transfer is in compliance with Act provided by Rule 144 under the Securities Act; and (ii) whether or not such Certificated Security is a Transfer Restricted Security, then written instructions from the Registrar Holder thereof directing the Trustee to make, or to direct the Securities CustodianNote Custodian to make, at an endorsement on the direction Global Note to reflect an increase in the aggregate principal amount of the TrusteeNotes represented by the Global Note, will in which case the Trustee shall cancel such Certificated Security in accordance with Section 2.12 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 Securities Note Custodian, the aggregate principal amount of Notes represented by the Global Security Note to be reduced increased accordingly. If no Global Notes are then outstanding, then the Company shall issue and, following such reductionupon receipt of an authentication order in accordance with Section 2.03 hereof, the Issuers will execute and the Trustee will authenticate and deliver to the transferee shall authenticate, a Definitive Security new Global Note in the appropriate principal amount. (ii) Definitive Securities issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.6(d) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Registrar shall deliver such Definitive Securities to the persons in whose names such Securities are so registered.

Transfer of a. Beneficial Interest in a Global --------------------------------------------- Security for a ------------------------------------------------------------ Definitive Security. ----------------------------------------------------- (i) Any person having a beneficial interest in a Global Security may upon request exchange such beneficial interest for a Definitive Security; provided, that in no event shall the Reg S Temporary -------- Global Security be exchanged by the Issuers for Definitive Securities prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificate identified by the Issuers and their counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository Depositary from the Depository Depositary or its nominee on behalf of any person Person having a beneficial interest in a Global Security and upon receipt by the Trustee of a written order or such other form of instructions as is customary for the Depository Depositary or the person Person designated by the Depository Depositary as having such a beneficial interest in a Transfer Restricted Security only, the following additional information and documents (all of which may be submitted by facsimile): (A) if such beneficial interest is being transferred to the person Person designated by the Depository Depositary as being the beneficial owner, a certification from such person to that effect (in substantially the form set forth on the reverse of the Security); or (B) if such beneficial interest is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act, a certification to that effect from the transferor (in substantially the form set forth on the reverse of the Security); or (C) if such beneficial interest is being transferred (i) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or Regulation S, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to institutional investor that is an "institutional accredited investor" within the meaning of Rule 501(A)(1501(a)(1), (2), (3) or (7) under the Securities Act Act, a certification to that effect (in substantially the form set forth on the reverse of the Security) accompanied by a certificate in the form of Exhibit B to the Indenture to the Trustee and if either the Trustee or the Company so requests, an Opinion of Counsel satisfactory to the Company to the effect that such transfer is acquiring in compliance with the security for its own account, or for the account of Securities Act; (D) if such an institutional accredited investor, beneficial interest is being transferred in each case in a minimum principal amount of $100,000, not accordance with a view to or for offer or sale in connection with distribution in violation of Regulation S under the Securities Act, a certification to that effect (in substantially the form set forth on the reverse of the Security) and if either the Trustee or the Company so requests, an Opinion of Counsel satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (ivE) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect from the transferee or transferor (in substantially the form set forth on the reverse of the Security) and in if either the case of (iii) above a letter of representation from the transferee in form and substance reasonably satisfactory to the Issuers and the Registrar and in the case of (i), (iii) and (iv) above, if the Issuers Trustee or the Registrar Company so requests, an Opinion of Counsel reasonably acceptable satisfactory to the Issuers and to the Registrar Company to the effect that such transfer is in compliance with the Securities Act, ; then the Registrar Trustee or the Securities Custodian, at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Securities Custodian, the aggregate principal amount of the applicable Global Security to be reduced and, following such reduction, the Issuers Company will execute and and, upon receipt of an authentication order in the form of an Officers' Certificate, the Trustee will authenticate and deliver to the transferee a Definitive Security in the appropriate principal amountSecurity. (ii) Definitive Securities issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.6(d) shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Registrar Trustee shall deliver make such Definitive Securities available for delivery to the persons in whose names such Securities are so registered.

Transfer of a. Beneficial Interest in a Global --------------------------------------------- Security for a ------------------------------------------------------------ Definitive Security. ----------------------------------------------------- (i) Any person Person having a beneficial interest in a Global Security may upon request exchange such beneficial interest for a Definitive Security; provided, that in no event shall the Reg S Temporary -------- Global Security be exchanged by the Issuers for Definitive Securities prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificate identified by the Issuers and their counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository Depositary from the Depository Depositary or its nominee on behalf of any person Person having a beneficial interest in a Global Security and upon receipt by the Trustee of a written order instruction or such other form of instructions as is customary for the Depository Depositary or the person Person designated by the Depository Depositary as having such a beneficial interest in a Transfer Restricted Security only, the following additional information and documents (all of which may be submitted by facsimile): (A) if such beneficial interest is being transferred to the person Person designated by the Depository Depositary as being the beneficial owner, a certification from such person to that effect (in substantially the form set forth on the reverse of the Security); or; (B) if such beneficial interest is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that is aware that any sale of Securities to it will be made in accordance with reliance on Rule 144A under the Securities Act, Act and that is acquiring such beneficial interest in the Transfer Restricted Security for its own account or the account of another "qualified institutional buyer," a certification to that effect from the transferor (in substantially the form set forth on the reverse of the Security); or; (C) if such beneficial interest Definitive Security is being transferred (i) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or Regulation S, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to institutional investor that is an "institutional accredited investor" within the meaning of Rule 501(A)(1501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring the security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of $100,000, not with a view to or for offer or sale in connection with distribution in violation of the Securities Act, or (iv) in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect from the transferee or transferor (in substantially the form set forth on the reverse of the Security) and accompanied by a certificate in the case form of (iii) above a letter of representation from the transferee in form and substance reasonably satisfactory Exhibit B to the Issuers Indenture to the Trustee and if either the Registrar and in the case of (i), (iii) and (iv) above, if the Issuers Trustee or the Registrar Company so requests, an Opinion of Counsel reasonably acceptable satisfactory to the Issuers and to the Registrar requesting party to the effect that such transfer is in compliance with the Securities Act; or (D) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act and in accordance with all applicable securities laws of the states of the United States, a certification to that effect from the transferor (in substantially the form set forth on the reverse of the Security) and if either the Trustee or the Company so requests, an Opinion of Counsel satisfactory to the requesting party to the effect that such transfer is in compliance with the Securities Act; then the Registrar Trustee or the Securities Custodian, at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Securities Custodian, the aggregate principal amount of the applicable Global Security to be reduced and, following such reduction, the Issuers Company will execute and and, upon receipt of an authentication order in the form of an Officers' Certificate, the Trustee will authenticate and deliver to the transferee a Definitive Security in the appropriate principal amountSecurity. (ii) Definitive Securities issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.6(d) shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Registrar Trustee shall deliver make such Definitive Securities available for delivery to the persons in whose names such Securities are so registered.

Transfer of a. Beneficial Interest in a Global --------------------------------------------- Security for a ------------------------------------------------------------ Definitive Security. ----------------------------------------------------- (i) Any person having a beneficial interest in a Global Security may upon request exchange such beneficial interest for a Definitive Security; provided, that in no event shall the Reg S Temporary -------- Global Security be exchanged by the Issuers for Definitive Securities prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificate identified by the Issuers and their counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository Depositary from the Depository Depositary or its nominee on behalf of any person Person having a beneficial interest in a Global Security and upon receipt by the Trustee of a written order or such other form of instructions as is customary for the Depository Depositary or the person Person designated by the Depository Depositary as having such a beneficial interest in a Transfer Restricted Global Security only, the following additional information and documents (all of which may be submitted by facsimile): (A) if such beneficial interest is being transferred to the person Person designated by the Depository Depositary as being the beneficial owner, a certification (which may be submitted by facsimile) from such person to that effect (in substantially the form set forth on the reverse of the Security); or (B) if such beneficial interest is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act, a certification to that effect from the transferor (in the form set forth on the reverse of the Security); or (C) if such beneficial interest is being transferred (i) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or Regulation S, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to an "institutional accredited investor" within the meaning of Rule 501(A)(1), (2), (3) or (7) under the Securities Act that is acquiring the security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of $100,000, not with a view to or for offer or sale in connection with distribution in violation of the Securities Act, or (iv) in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect from the transferee or transferor (in the form set forth on the reverse of the Security) and in the case of (iii) above a letter of representation from the transferee in form and substance reasonably satisfactory to the Issuers and the Registrar and in the case of (i), (iii) and (iv) above, if the Issuers or the Registrar so requests, an Opinion of Counsel reasonably acceptable to the Issuers and to the Registrar to the effect that such transfer is in compliance with the Securities Act, then the Registrar Trustee or the Securities Custodian, at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Securities Custodian, the aggregate principal amount of the Global Security to be reduced and, following such reduction, the Issuers Company will execute and and, upon receipt of an authentication order in the form of an Officers' Certificate, the Trustee will authenticate and deliver to the transferee a Definitive Security in the appropriate principal amountSecurity. (ii) Definitive Securities issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.6(d) shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Registrar Trustee shall deliver such Definitive Securities to the persons in whose names such Securities are so registered.

Transfer of a. Beneficial Interest in a Global --------------------------------------------- Security for a ------------------------------------------------------------ Definitive Security. ----------------------------------------------------- (i) Any person having a beneficial interest in a Global Security may upon request exchange such beneficial interest for a Definitive Security; provided, that in no event shall the Reg S Temporary -------- Global Security be exchanged by the Issuers for Definitive Securities prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificate identified by the Issuers and their counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository Depositary from the Depository Depositary or its nominee on behalf of any person Person having a beneficial interest in a Global Security and upon receipt by the Trustee of a written order or such other form of instructions as is customary for the Depository Depositary or the person Person designated by the Depository Depositary as having such a beneficial interest in a Transfer Restricted Security only, the following additional information and documents (all of which may be submitted by facsimile): (A) if such beneficial interest is being transferred to the person Person designated by the Depository Depositary as being the beneficial owner, a certification from such person to that effect (in substantially the form set forth on the reverse of the Security); or or (B) if such beneficial interest is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act, a certification to that effect from the transferor (in substantially the form set forth on the reverse of the Security); or or (C) if such beneficial interest is being transferred (i) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or Regulation S, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to institutional investor that is an "institutional accredited investor" within the meaning of Rule 501(A)(1501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring the security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of $100,000, not with a view to or for offer or sale in connection with distribution in violation of the Securities Act, or (iv) in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect from the transferee or transferor (in substantially the form set forth on the reverse of the Security) and accompanied by a certificate in the case form of (iii) above a letter of representation from the transferee in form and substance reasonably satisfactory Exhibit B to the Issuers Indenture to the Trustee and if either the Registrar and in the case of (i), (iii) and (iv) above, if the Issuers Trustee or the Registrar Company so requests, an Opinion of Counsel reasonably acceptable satisfactory to the Issuers and to the Registrar Company to the effect that such transfer is in compliance with the Securities Act, then the Registrar or the Securities Custodian, at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of the Global Security to be reduced and, following such reduction, the Issuers will execute and the Trustee will authenticate and deliver to the transferee a Definitive Security in the appropriate principal amount. (ii) Definitive Securities issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.6(d) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Registrar shall deliver such Definitive Securities to the persons in whose names such Securities are so registered.;