Common use of Transfers to Non-QIB Institutional Accredited Investors Clause in Contracts

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Security to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons): (i) The Registrar shall register the transfer of any Security, whether or not such Security bears the Private Placement Legend, if (A) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act as in effect at the time of such transfer or (B) the proposed transferee has delivered to the Registrar (1) a certificate substantially in the form of Exhibit D hereto and (2) if such transfer is in respect of an aggregate Accreted Value of Securities at the time of transfer of less than $100,000 an Opinion of Counsel acceptable to the Issuer that such transfer is in compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Security, upon receipt by the Registrar of (A) the documents, if any, required by paragraph (i) and (B) instructions given in accordance with the Depositary's and the Registrar's procedures the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Security to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons): (i) The Registrar shall register the transfer of any SecurityNote, whether or not such Security Note bears the Private Placement Legend, if (Ax) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act as in effect at the time of with respect to such transfer or (By) the proposed transferee has delivered to the Registrar (1A) a certificate substantially in the form of Exhibit D F hereto and (2B) if such transfer the aggregate principal amount of the Notes being transferred is in respect of an aggregate Accreted Value of Securities less than Euro 100,000 at the time of transfer of less than $100,000 such transfer, an Opinion of Counsel acceptable to the Issuer Company that such transfer is in compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securitya Restricted Global, upon receipt by the Registrar and the Company of (Ax) the documents, if any, required by paragraph (i) and (By) instructions given in accordance with the Depositaryrelevant Depository's and the Registrar's procedures procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. such Restricted Global Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Restricted Global Security to be transferred, and the Issuer Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities Certificated Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons): (i) The Security Registrar shall register the transfer of any Security, whether or not such Security bears the Private Placement LegendNote, if (A) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act as in effect at the time of such transfer or (B) the proposed transferee has delivered to the Security Registrar (1A) a certificate substantially in the form of Exhibit D Appendix C hereto and (2B) if such transfer the aggregate principal amount of the Notes being transferred is in respect of an aggregate Accreted Value of Securities at the time of transfer of less than $100,000 100,000, an Opinion opinion of Counsel counsel acceptable to the Issuer Company that such transfer is in compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Security, upon receipt by the Security Registrar of (Ax) the documents, if any, required by paragraph (i) above and (By) instructions given in accordance with the Depositary's and the Security Registrar's procedures procedures, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Security to be transferred, and the Issuer Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities certificated Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a an Initial Security to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons): (i) The Registrar shall register the transfer of any Security, whether or not such Security bears the Private Placement Legend, if (Ax) the requested transfer is at least two years after the time period referred to in Rule 144(k) under original issue date of the Initial Securities Act as in effect at the time of such transfer or (By) the proposed transferee has delivered to the Registrar (1) a certificate substantially in the form of Exhibit D hereto and (2) if such transfer is in respect of an aggregate Accreted Value of Securities at the time of transfer of less than $100,000 an Opinion of Counsel acceptable to the Issuer that such transfer is in compliance with the Securities ActC hereto. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Security, upon receipt by the Registrar of (Ax) the documents, if any, required by paragraph (i) ), and (By) 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 a decrease in the principal amount at maturity of the U.S. Global Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Security to be transferred, and the Issuer Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Security to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons): (i) The Security Registrar shall register the transfer of any Security, whether or not such Security bears the Private Placement Legend, if (Ax) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act as in effect at the time of with respect to such transfer or (By) the proposed transferee has delivered to the Security Registrar (1A) a certificate substantially in the form of Exhibit D B hereto and (2B) if such transfer the aggregate principal amount of the Notes being transferred is in respect of an aggregate Accreted Value of Securities less than $250,000 at the time of transfer of less than $100,000 such transfer, an Opinion of Counsel acceptable to the Issuer Company that such transfer is in compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Security, upon receipt by the Security Registrar of (Ax) the documents, if any, required by the preceding paragraph (i) ), and (By) instructions given in accordance with the Depositary's and the Security Registrar's procedures procedures, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Security to be transferred, and the Issuer Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The ------------------------------------------------------- following provisions shall apply with respect to the registration of any proposed transfer of a Security to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):QIB: (i) The Security Registrar shall register the transfer of any Security, whether or not such Security bears the Private Placement Legend, if (Ax) the requested transfer is on or after the time period referred to in Rule 144(k) under the Securities Act as in effect at the time of such transfer Resale Restriction Termination Date or (By) the proposed transferee has delivered to the Security Registrar (1) a certificate letter containing certain representations and agreements substantially in the form of Exhibit D hereto and (2) if such transfer is in respect of an aggregate Accreted Value of Securities at the time of transfer of less than $100,000 an Opinion of Counsel acceptable to the Issuer that such transfer is in compliance with the Securities Act.A hereto. --------- (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Security, upon receipt by the Security Registrar of (Ax) the documents, if any, required by paragraph (i) and (By) instructions given in accordance with the Depositary's and the Security Registrar's procedures procedures, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Security to be transferred, and the Issuer Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Security an Initial Senior Note to any Institutional Accredited Investor institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) which is not a QIB (excluding Non-U.S. Persons): (i) The Registrar shall register the transfer of any SecurityInitial Senior Note, whether or not such Security Initial Senior Note bears the Private Placement Legend, and the Company shall execute, and the Trustee shall authenticate and deliver one or more U.S. Physical Notes if (Ax) the requested transfer is at least two years after the time period referred to in Rule 144(k) under original issue date of the Securities Act as in effect at the time of such transfer Initial Senior Notes or (By) the proposed transferee has delivered to the Registrar (1) a certificate substantially in the form of Exhibit D hereto and (2) if such transfer is in respect of an aggregate Accreted Value of Securities at the time of transfer of less than $100,000 an Opinion of Counsel acceptable to the Issuer that such transfer is in compliance with the Securities ActC hereto. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecurityNote, upon receipt by the Registrar of (Ax) the documents, if any, required by paragraph (i) and (By) 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 a decrease in the principal amount at maturity of the U.S. Global Security Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Security Note to be transferred, and the Issuer Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons): (i) The Registrar shall register the transfer of any SecurityNote, whether or not such Security Note bears the Private Placement Legend, if (Ax) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act as in effect at the time of with respect to such transfer or (By) the proposed transferee has delivered to the Registrar (1A) a certificate substantially in the form of Exhibit D F hereto and (2B) if such transfer the aggregate principal amount at maturity of the Notes being transferred is in respect of an aggregate Accreted Value of Securities less than $500,000 at the time of transfer of less than $100,000 such transfer, an Opinion of Counsel acceptable to the Issuer Company that such transfer is in compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securitya Restricted Global, upon receipt by the Registrar and the Company of (Ax) the documents, if any, required by paragraph (i) and (By) instructions given in accordance with the DepositaryDepository's and the Registrar's procedures procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. such Restricted Global Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Restricted Global Security to be transferred, and the Issuer Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities Certificated Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons): (i) The Registrar shall register the transfer of any SecurityNote, whether or not such Security Note bears the Private Placement Legend, if (Ax) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act as in effect at the time of such transfer or (By) the proposed transferee has delivered to the Registrar (1) a certificate substantially in the form of Exhibit D hereto and (2) if such transfer is in respect of an aggregate Accreted Value of Securities at the time of transfer of less than $100,000 an Opinion of Counsel acceptable to the Issuer that such transfer is in compliance with the Securities ActC hereto. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecurityNote, upon receipt by the Registrar of (Ax) the documents, if any, required by paragraph (i) and (By) instructions given in accordance with the Depositary's and the Registrar's procedures procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Security Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Security Note to be transferred, and the Issuer Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Security to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons): (i) The Registrar shall register the transfer of any Security, whether or not such Security bears the Private Placement Legend, if (Ax) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act as in effect at the time of with respect to such transfer or (By) the proposed transferee has delivered to the Registrar (1A) a certificate substantially in the form of Exhibit D hereto and (2B) if such transfer the aggregate principal amount of the Securities being transferred is in respect of an aggregate Accreted Value of Securities less than U.S.$100,000 at the time of transfer of less than $100,000 such transfer, an Opinion of Counsel acceptable to the Issuer Company that such transfer is in compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritySecurities, upon receipt by the Registrar of (Ax) the documents, if any, required by paragraph (i) and (By) instructions given in accordance with the Depositary's ’s and the Registrar's procedures ’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Security Securities in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Security Securities to be transferred, and the Issuer Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Security to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons): (i) The Security Registrar shall register the transfer of any Security, whether or not such Security bears the Private Placement Legend, if (Ax) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act as in effect at the time of with respect to such transfer or (By) the proposed transferee has delivered to the Security Registrar (1A) a certificate substantially in the form of Exhibit D B hereto and (2B) if such transfer the aggregate principal amount of the Securities being transferred is in respect of an aggregate Accreted Value of Securities less than $250,000 at the time of transfer of less than $100,000 such transfer, an Opinion of Counsel acceptable to the Issuer Company that such transfer is in compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Security, upon receipt by the Security Registrar of (Ax) the documents, if any, required by the preceding paragraph (i) ), and (By) instructions given in accordance with the Depositary's and the Security Registrar's procedures procedures, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Security to be transferred, and the Issuer Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities of like tenor and amount.