Common use of Transfers to Institutional Accredited Investors Clause in Contracts

Transfers to Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S) to an Institutional Accredited Investor that is not a QIB: (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to an Institutional Accredited Investor if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit E from the proposed transferor. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the QIB Global Note or the Regulation S Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note or the Regulation S Global Note, as the case may be, to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of such QIB Global Note or Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in such QIB Global Note or Regulation S Global Note to be so transferred.

Transfers to Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S) to an Institutional Accredited Investor that is not a QIB:(other than in reliance on Rule 144A or Regulation S): (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to an Institutional Accredited Investor if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit E from the proposed transferorD hereto. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the QIB Regulation S Global Note or the Regulation S QIB Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Regulation S Global Note or the Regulation S QIB Global Note, as the case may be, to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding an appropriate decrease in the principal amount of such QIB Global Note or Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in such or QIB Global Note or Regulation S Global Note to be so transferredNote, as applicable.

Transfers to Institutional Accredited Investors. The following provisions shall apply with respect If, pursuant to the registration of any proposed transfer Section 2.5, interests in Notes of a Transfer Restricted Series represented by Global Notes are transferrable to Institutional Accredited Investors which are not QIBs, and if an owner of a beneficial interest in a Global Note (other than pursuant representing interests in Notes of such Series wishes at any time to Regulation S) transfer such interest to an Institutional Accredited Investor that which is not a QIB: QIB (i) The other than a non-U.S. Person), the Co-Registrar shall register the transfer of a Transfer Restricted such Global Note by a Holder or portion thereof, whether or not such Global Note bears the legend set forth in Section 2.3, if the aggregate principal amount of the interest in such Global Note to an be transferred to such Institutional Accredited Investor if such is at least U.S.$200,000 (or its equivalent in other currencies or composite currency) and (A) the requested transfer is being made by a proposed transferor who has provided after the time period referred to in Rule 144(k) under the Securities Act and evidence of such fact (which shall be satisfactory to the Company) is furnished to the Co-Registrar with (a) an appropriately completed certificate of transfer in the form attached a copy to the Note and Company or (bB) the proposed transferee has delivered to the Co-Registrar a letter certificate substantially in the form set of Exhibit D hereto and a letter in substantially the forth in of Exhibit E from F hereto. Upon receipt of the proposed transferor. (ii) If aforementioned documentation pursuant to the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the QIB Global Note or the Regulation S Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures thereforApplicable Procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note or the Regulation S Global Note, as the case may be, to be so transferred, and the Registrar shall reflect on its books and records the date such transfer and a corresponding decrease in the principal amount of such QIB Global Note or Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in such QIB Global Note or Regulation S Global Note to be so transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, a Certificated Note in fully registered form in like form in the amount being transferred.

Transfers to Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S) to an Institutional Accredited Investor that is not a QIB: (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to an Institutional Accredited Investor if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit E from the proposed transferor. (ii) If the proposed transferee is an Agent Member holding a beneficial interest in an IAI Global Note and the Transfer Restricted Note to be transferred consists of an interest in the a QIB Global Note or the a Regulation S Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note or the Regulation S Global Note, as the case may be, Note to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of such QIB Global Note or Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in such QIB Global Note or Regulation S Global Note to be so transferredNote.

Transfers to Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S) or a beneficial interest therein to an Institutional Accredited Investor that is not a QIBInvestor: (i) The Registrar shall register the transfer of a Transfer Restricted an IAI Global Note by a Holder to an Institutional Accredited Investor if such transfer is being made by a proposed transferor who has provided the Registrar with upon receipt of (a) an appropriately completed certificate of transfer in the form attached to the Note and Note, (b) a letter substantially from a transferee to the Registrar in the form set forth in of Exhibit E G hereto, including the certifications, certificates and Opinion of Counsel required thereby, if applicable and (c) a certificate from the proposed transferoracquiring Institutional Accredited Investor in the form of Exhibit H hereto. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the QIB Regulation S Global Note or the Regulation S QIB Global Note, as the case may be, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Regulation S Global Note or the Regulation S QIB Global Note, as the case may beapplicable, to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding an appropriate decrease in the principal amount of such QIB Global Note or the Regulation S Global Note in an amount equal to or the principal amount of the beneficial interest in such QIB Global Note or Regulation S Global Note to be so transferredNote, as applicable.

Transfers to Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S) to an Institutional Accredited Investor that is not a QIB:(other than in reliance on Rule 144A, Regulation S or Rule 144 of the Securities Act): (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to an Institutional Accredited Investor if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit E from the proposed transferorD hereto. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the QIB Regulation S Global Note or the Regulation S QIB Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Regulation S Global Note or the Regulation S QIB Global Note, as the case may be, to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding an appropriate decrease in the principal amount of such QIB Global Note or Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in such or QIB Global Note or Regulation S Global Note to be so transferredNote, as applicable.