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 2.6(b)(ii) above and the Registrar receives the following: (A) if such Security is being transferred to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (1) thereof; (B) if such Security is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (2) thereof; or (C) if such Security is being transferred pursuant to an exemption from registration other than Rule 144A or Regulation S, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications, certificates and Opinion of Counsel in form reasonably acceptable to the Company and the Registrar required by item (3)(d) 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 2.6(b)(ii2.07(b)(2) above and the Registrar receives the following: (A) if such Security is being transferred to the transferee will take delivery in the form of a QIB beneficial interest in accordance with Rule 144Athe 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof;; and (B) if such Security is being transferred pursuant to an exemption from registration the transferee will take delivery in accordance with the form of a beneficial interest in the Regulation S under the Securities ActGlobal Security, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (2) thereof; or. (C) if such Security is being transferred pursuant to an exemption from registration other than Rule 144A or Regulation Sthe transferee will take delivery in the form of a beneficial interest in the AI Global Security, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications, certificates and Opinion of Counsel in form reasonably acceptable to the Company and the Registrar required by item (3)(d3) 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 2.6(b)(ii2.6(b)(2) above and the Registrar receives the following: (A1) if such Security is being transferred to the transferee will take delivery in the form of a QIB beneficial interest in accordance with Rule 144Athe 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (1) thereof; (B2) if such Security is being transferred pursuant to an exemption from registration the transferee will take delivery in accordance with the form of a beneficial interest in the Regulation S under the Securities ActGlobal Security, then the transferor must deliver a certificate in the form of Exhibit BB hereto, including the certifications in item (2) thereof; orand (C3) if such Security is being transferred pursuant to an exemption from registration other than Rule 144A or Regulation Sthe 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 BB hereto, including the certifications, certificates and Opinion of Counsel in form reasonably acceptable to the Company and the Registrar required by item (3)(d3) thereof, if applicable.