Common use of Transfer of Beneficial Interests to Another Restricted Global Security Clause in Contracts

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 305(a) above and the Security Registrar receives the following: (i) if the transferee will take delivery in the form of a beneficial interest in a Global Security offered and sold pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Annex A hereto, including the certifications in item (1) thereof; and (ii) if the transferee will take delivery in the form of a beneficial interest in a Global Security offered and sold pursuant to Regulation S under the Securities Act, then the transferor must deliver a certificate in the form of Annex A hereto, including the certifications in item (2) thereof.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 305(a2.06(b)(2) above and the Security Registrar receives the following: (iA) if the transferee will take delivery in the form of a beneficial interest in a the 144A Global Security offered and sold pursuant to Rule 144A under the Securities ActSecurity, then the transferor must deliver a certificate in the form of Annex A Exhibit B hereto, including the certifications in item (1) thereof; and; (iiB) if the transferee will take delivery in the form of a beneficial interest in a Global Security offered and sold pursuant to the Regulation S under the Securities ActGlobal Security, then the transferor must deliver a certificate in the form of Annex A Exhibit B hereto, including the certifications in item (2) thereof; and (C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in any a Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with the requirements of Section 305(a6.4(b)(ii) above and the Security Registrar receives the following: (i1) if the transferee will take delivery in the form of a beneficial interest in a Global Security offered and sold pursuant to Rule 144A under the Securities ActGlobal Security, then the transferor must deliver a certificate in the form attached as Exhibit B hereto; (2) if the transferee will take delivery in the form of Annex A a beneficial interest in an IAI Global Security, then the transferor must deliver a certificate in the form attached as Exhibit B hereto, including the certifications in item (1) thereof; and (ii3) if the transferee will take delivery in the form of a beneficial interest in a Global Security offered and sold pursuant to Regulation S under the Securities ActGlobal Security, then the transferor must deliver a certificate in the form of Annex A attached as Exhibit B hereto, including the certifications in item (2) thereof.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 305(a3.05(b)(2) above and the Security Registrar receives the following: (iA) if the transferee will take delivery in the form of a beneficial interest in a the 144A Global Security offered and sold pursuant to Rule 144A under the Securities ActSecurity, then the transferor must deliver a certificate in the form of Annex A Exhibit B hereto, including the certifications in item (1) thereof; and; (iiB) if the transferee will take delivery in the form of a beneficial interest in a Global Security offered and sold pursuant to the Regulation S under the Securities ActGlobal Security, then the transferor must deliver a certificate in the form of Annex A Exhibit B hereto, including the certifications in item (2) thereof; and (C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 305(a2.07(b)(ii) above and the Security Registrar receives the following: (i1) if the transferee will take delivery in the form of a beneficial interest in a the 144A Global Security offered and sold pursuant to Rule 144A under the Securities ActSecurity, then the transferor must deliver a certificate in the form of Annex A Exhibit B hereto, including the certifications in item (1) thereof; and; (ii2) if the transferee will take delivery in the form of a beneficial interest in a the Regulation S Temporary Global Security offered and sold pursuant to or the Regulation S under the Securities ActPermanent Global Security, then the transferor must deliver a certificate in the form of Annex A Exhibit B hereto, including the certifications in item (2) thereof; and (3) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 305(a306(b)(2) above and each of the Security Company, the Guarantor and the Registrar receives the following: (iA) if the transferee will take delivery in the form of a beneficial interest in a Global Security offered and sold pursuant to Rule 144A under the Securities ActGlobal Security, then the transferor must deliver a certificate in the form of Annex Exhibit A hereto, including the certifications in item (1) thereof; andor (iiB) if the transferee will take delivery in the form of a beneficial interest in a Global Security offered and sold pursuant to Regulation S under the Securities ActGlobal Security, then the transferor must deliver a certificate in the form of Annex Exhibit A hereto, including the certifications in item (2) thereof.

Transfer of Beneficial Interests to Another Restricted Global Security. A beneficial interest in any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security of the same series if the transfer complies with the requirements of Section 305(a2.06(b)(ii) above and the Security Registrar receives the following: (iA) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Security offered and sold pursuant to Rule 144A under of the Securities Actsame series, then the transferor must deliver a certificate in the form of Annex A Exhibit B hereto, including the certifications in item (1) thereof; and (iiB) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Temporary Global Security offered and sold pursuant to of the same series or a Regulation S under Global Security of the Securities Actsame series, then the transferor must deliver a certificate in the form of Annex A Exhibit B hereto, including the certifications in item (2) thereof.