Common use of Transfers to Non-U Clause in Contracts

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C hereto from the proposed transferor. (ii) On and after the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a U.S. Physical Certificate or an interest in the U.S. Global Certificate, upon receipt of a certificate substantially in the form of Exhibit C from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) Upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such 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 (B) upon receipt by the Registrar of 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 an increase in the principal amount of the Offshore Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificate or the U.S. Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificate, if any, so transferred or decrease the amount of such U.S. Global Certificate.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any registration of any transfer of an Initial a Certificate to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Date, the The Registrar shall register any proposed transfer of an Initial a U.S. Global Certificate to a Non-or U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C hereto from the proposed transferor. (ii) On and after the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer Physical Certificate to any Non-U.S. Person if the Certificate to be transferred is a U.S. Physical Certificate or an interest in the U.S. Global CertificatePerson, upon receipt of a certificate substantially in the form of Exhibit C A hereto from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iiiA) Upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iic) and (y) instructions in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a shall cancel the Physical Certificate, if any, so transferred, or decrease in the principal amount of any 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 (B) upon receipt by the Registrar of instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificate or the U.S. Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificate, if any, so transferred or decrease the amount of such U.S. Global Certificate.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C hereto from the proposed transferor. (ii) On and after After the Offshore Certificates Exchange Dateexpiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a U.S. Physical Restricted Definitive Certificate or an interest in the U.S. a Restricted Global Certificate, upon receipt of a certificate substantially in the form of Exhibit C B from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) Upon receipt by the Registrar of (x) the documents, if any, required by paragraph clause (ii) and (y) instructions in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such 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 (B) and, upon receipt by the Registrar of instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Regulation S Global Certificate in an amount equal to the principal amount of the U.S. Physical Restricted Definitive Certificate or the U.S. Restricted Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Physical Definitive Certificate, if any, so transferred or decrease the amount of such U.S. Restricted Global Certificate.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any registration of any transfer of an Initial a Certificate to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Date, the The Registrar shall register any proposed transfer of an Initial a U.S. Global Certificate to a Non-or U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C hereto from the proposed transferor. (ii) On and after the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer Physical Certificate to any Non-U.S. Person if the Certificate to be transferred is a U.S. Physical Certificate or an interest in the U.S. Global CertificatePerson, upon receipt of a certificate substantially in the form of Exhibit C B hereto from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iiiA) Upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iic) and (y) instructions in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a shall cancel the Physical Certificate, if any, so transferred, or decrease in the principal amount of ofany 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 (B) upon receipt by the Registrar of instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificate or the U.S. Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificate, if any, so transferred or decrease the amount of such U.S. Global Certificate.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any registration of any transfer of an Initial a Certificate to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Date, the The Registrar shall register any proposed transfer of an Initial a U.S. Global Certificate to a Non-or U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C hereto from the proposed transferor. (ii) On and after the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer Physical Certificate to any Non-U.S. Person if the Certificate to be transferred is a U.S. Physical Certificate or an interest in the U.S. Global CertificatePerson, upon receipt of a certificate substantially in the form of Exhibit C B hereto from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iiiA) Upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iic) and (y) instructions in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a shall cancel the Physical Certificate, if any, so transferred, or decrease in the principal amount of any 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 (B) upon receipt by the Registrar of instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificate or the U.S. Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificate, if any, so transferred or decrease the amount of such U.S. Global Certificate.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Date, the The Registrar shall register any proposed transfer of an Initial a U.S. Global Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C hereto from the proposed transferor. (ii) On and after the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a U.S. Physical Certificate or an interest in the U.S. Global CertificatePerson, upon receipt of a certificate substantially in the form of Exhibit C B hereto from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iiiA) Upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iii) and (y) instructions in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a shall decrease in the principal amount of any 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 (B) upon receipt by the Registrar of instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Global Certificate in an amount equal to the principal amount of the U.S. Physical Global Certificate or the U.S. Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificate, if any, so transferred or decrease the amount of such U.S. Global Certificate.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Date, the The Registrar shall register any proposed transfer of an Initial a U.S. Global Certificate to a Non-or U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C hereto from the proposed transferor. (ii) On and after the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer Physical Certificate to any Non-U.S. Person if the Certificate to be transferred is a U.S. Physical Certificate or an interest in the U.S. Global CertificatePerson, upon receipt of a certificate substantially in the form of Exhibit C B hereto from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iiiA) Upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iic) and (y) instructions in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a shall cancel the Physical Certificate, if any, so transferred, or decrease in the principal amount of any 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 (B) upon receipt by the Registrar of instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificate or the U.S. Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificate, if any, so transferred or decrease the amount of such U.S. Global Certificate.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial a Certificate to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Date, the The Registrar shall register any proposed transfer of an Initial a U.S. Global Certificate to a Non-or U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C hereto from the proposed transferor. (ii) On and after the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer Physical Certificate to any Non-U.S. Person if the Certificate to be transferred is a U.S. Physical Certificate or an interest in the U.S. Global CertificatePerson, upon receipt of a certificate substantially in the form of Exhibit C A hereto from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iiiA) Upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iic) and (y) instructions in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a shall cancel the Physical Certificate, if any, so transferred, or decrease in the principal amount of any 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 (B) upon receipt by the Registrar of instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificate or the U.S. Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificate, if any, so transferred or decrease the amount of such U.S. Global Certificate.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Dateexpiration of the Restricted Period, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person U.S.Person upon receipt of a certificate substantially in the form set forth as Exhibit C B hereto from the proposed transferor. (ii) On and after After the Offshore Certificates Exchange Dateexpiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a U.S. Physical Restricted Definitive Certificate or an interest in the U.S. a Restricted Global Certificate, upon receipt of a certificate substantially in the form of Exhibit C B from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) Upon receipt by the Registrar of (x) the documents, if any, required by paragraph clause (ii) and (y) instructions in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such 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 (B) and, upon receipt by the Registrar of instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificate or the U.S. Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificate, if any, so transferred or decrease the amount of such U.S. Global Certificate.the

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Date, the The Registrar shall register any proposed transfer of an Initial a U.S. Global Certificate to a Non-or U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C hereto from the proposed transferor. (ii) On and after the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer Physical Certificate to any Non-U.S. Person if the Certificate to be transferred is a U.S. Physical Certificate or an interest in the U.S. Global CertificatePerson, upon receipt of a certificate substantially in the form of Exhibit C A hereto from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iiiA) Upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iic) and (y) instructions in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a shall cancel the Physical Certificate, if any, so transferred, or decrease in the principal amount of any 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 (B) upon receipt by the Registrar of instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificate or the U.S. Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificate, if any, so transferred or decrease the amount of such U.S. Global Certificate.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate a Note to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C hereto from the proposed transferor. (ii) On and after the Offshore Certificates Exchange Date, the The Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate Note to be transferred is a U.S. Physical Certificate Certificated Note or an interest in the U.S. a DTC Global Certificate, only upon receipt of a certificate substantially in the form of Exhibit C E from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iiia) Upon If the proposed transferor is an Agent Member holding a beneficial interest in a DTC Global, upon receipt by the Registrar of (x) the documents, if any, documents required by paragraph (iii) and (y) instructions in accordance with the DepositaryDepository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of such U.S. DTC Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. the DTC Global Certificate to be transferred, and (Bb) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositaryDepository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore such DBC Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificate Certificated Notes or the U.S. Global CertificateDTC Global, as the case may be, to be transferred, and the Trustee shall cancel the Physical CertificateCertificated Note, if any, so transferred or decrease the amount of such U.S. Global Certificatethe DTC Global.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate a Note to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C hereto from the proposed transferor. (ii) On and after the Offshore Certificates Exchange Date, the The Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate Note to be transferred is a U.S. Physical Certificate Certificated Note or an interest in the U.S. a DTC Global Certificate, only upon receipt of a certificate substantially in the form of Exhibit C E from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iiia) Upon If the proposed transferor is an Agent Member holding a beneficial interest in a DTC Global, upon receipt by the Registrar of (x) the documents, if any, documents required by paragraph (iii) and (y) instructions in accordance with the DepositaryDepository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount at maturity of such U.S. DTC Global Certificate in an amount equal to the principal amount at maturity of the beneficial interest in such U.S. DTC Global Certificate to be transferred, and (Bb) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositaryDepository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore such DBC Global Certificate in an amount equal to the principal amount at maturity of the U.S. Physical Certificate Certificated Notes or the U.S. Global CertificateDTC Global, as the case may be, to be transferred, and the Trustee shall cancel the Physical CertificateCertificated Note, if any, so transferred or decrease the amount of such U.S. Global Certificatethe DTC Global.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to o any registration of any transfer of an Initial Certificate to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Date, the The Registrar shall register any proposed transfer of an Initial a U.S. Global Certificate to a Non-or U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C hereto from the proposed transferor. (ii) On and after the Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer Physical Certificate to any Non-U.S. Person if the Certificate to be transferred is a U.S. Physical Certificate or an interest in the U.S. Global CertificatePerson, upon receipt of a certificate substantially in the form of Exhibit C A hereto from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iiiA) Upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iic) and (y) instructions in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a shall cancel the Physical Certificate, if any, so transferred, or decrease in the principal amount of any 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 (B) upon receipt by the Registrar of instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificate or the U.S. Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificate, if any, so transferred or decrease the amount of such U.S. Global Certificate.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate to a Non-U.S. Person: (i) Prior to the Offshore Certificates Exchange Dateexpiration of the Restricted Period, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit C A hereto from the proposed transferor. (ii) On and after After the Offshore Certificates Exchange Dateexpiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Certificate to be transferred is a U.S. Physical Restricted Definitive Certificate or an interest in the U.S. a Restricted Global Certificate, upon receipt of a certificate substantially in the form of Exhibit C A from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) Upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such 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. Restricted Global Certificate to be transferred, and (B) and, upon receipt by the Registrar of instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Regulation S Global Certificate in an amount equal to the principal amount of the U.S. Physical Restricted Definitive Certificate or the U.S. Restricted Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Physical Definitive Certificate, if any, so transferred or decrease the amount of such U.S. Restricted Global Certificate.