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 Certificate to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates 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 Certificate to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any Initial Certificate, whether or not such Initial Certificate bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Initial Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C B hereto and the aggregate principal amount of the Initial Certificates being transferred is at least $100,000. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates 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 Certificate to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C B hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates 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 Certificate to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any Initial Certificate, whether or not such Initial Certificate bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Initial Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C hereto and the aggregate principal amount of the Initial Certificates being transferred is at least $100,000. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates 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 Certificate of any class to any Institutional Accredited Investor which is not a QIB (excluding transfers to, to or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any CertificateCertificate of such class, whether or not such Certificate bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company Company, the Trustee or any affiliate thereof of any such persons or (y) the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C hereto D and the aggregate principal amount of the Certificates being transferred is at least $100,000. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global Certificateof such class, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTCthe Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of Fractional Cumulative Interest represented by the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like class, 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 Certificate to any Institutional Accredited Investor which is not a QIB (excluding transfers to, to or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C D hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTCthe Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates 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 Certificate to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears bearing the Private Placement Restricted Legend, only if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company Company, the Trustee or any affiliate thereof of any of such Persons or (y) the proposed transferor is an Initial Purchaser who is transferring Certificates purchased under the Certificates Purchase Agreement and the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C B hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. Except as provided in the foregoing clause (y), the Registrar shall not register the transfer of any Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Restricted Global Certificate to be transferred, and the Company Trustee shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Restricted Definitive Certificates 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 Certificate Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any CertificateSecurity, whether or not such Certificate Security bears the Private Placement Legend, if (xA) the requested transfer is at least two after three years after the later of date hereof or such other time that the original issue date of Commission determines to apply pursuant to Rule 144(k) under the Certificates and the last date on which such Certificate was held by the Company Securities Act or any affiliate thereof successor provision at the time of such transfer or (yB) the proposed transferee has delivered to the Registrar (1) a letter certificate substantially in the form of Exhibit C D hereto and the (2) if such transfer is in respect of an aggregate principal amount of Securities at the Certificates being transferred time of transfer of less than $250,000, an Opinion of Counsel acceptable to the Company that such transfer is at least $100,000in compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateSecurity, upon receipt by the Registrar of (xA) the documents, if any, required by paragraph (i) and (yB) instructions given in accordance with DTCthe Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such the U.S. Global Certificate Security in an amount equal to the principal amount of the beneficial interest in such the U.S. Global Certificate Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its directiondeliver, one or more U.S. Physical Certificates Securities of like tenor and amount.