Common use of Transfers to QIBs Clause in Contracts

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be. (3)

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any Restricted Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies with all other applicable requirements is after the second anniversary of this Indenture the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (including Section 305y) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of such transferor the Regulation S Global Note, as Note in an amount equal to the case may beprincipal amount of the Notes to be transferred and (B) an increase in the principal amount of the Global Note in an amount equal to the principal amount of the Notes to be transferred. (3c)

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted U.S. Physical Security or an interest in the U.S. Global Security to a QIB (excluding transfers to Non-U.S. Persons): The Note (i) If the Security to be transferred consists of (x) U.S. Physical Secu- rities, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being be- ing made by a proposed transferor who has checked the box provided for on the form of such Note Security stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Security stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such Note the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information informa- tion regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and 144A or (by) if an in- terest in the U.S. Global Security, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (ii) If the proposed transferee is an Agent Member, and the Note Security to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteSecurities, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in- crease in the principal amount of the transferee U.S. Global Note Security in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Securities to be transferred, trans- ferred and the Trustee shall cancel the U.S. Physical Note Security so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betrans- ferred. (3c)

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is Security constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note the Security Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Security stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Security stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Security Registrar in writing, that it is purchasing such Note the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note Securities to be transferred consists consist of a Physical Note that Securities which after transfer is are to be evidenced by an interest in a the Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteSecurity, upon receipt by the Note Security Registrar of written instructions given in accordance with the Depositary’s 's and the Note Security Registrar’s 's procedures, whereupon the Note Security Registrar shall reflect on its books and records the date and an increase in the principal amount Principal Amount of the transferee Global Note Security in an amount equal to the principal amount Principal Amount of the Physical Note or such beneficial interest in such transferor Global Note Securities to be transferred, and the Trustee shall cancel the Physical Note Securities so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be. (3)transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is Security constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note (i) the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Security stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, that the sale has been made effected in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Security stating, or has otherwise certified to advised the Note Registrar Issuers and the Company and the Trustee Registrar in writing, that it is purchasing such Note the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and it is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is an Agent Member, Member and the Note Securities to be transferred consists consist of a Physical Note that Securities which after transfer is are to be evidenced by an interest in a the Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Appreciation Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Appreciation Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Securities to be transferred, and the Trustee shall cancel the Physical Note Securities so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred. (3c)

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note, an interest in a U.S. Global Note that is a Restricted Security or an interest in an Offshore Global Note prior to the removal of the Private Placement Legend to a QIB (excluding transfers to Non-U.S. Persons): The (i) If the Note to be transferred consists of (x) either (A) an interest in an Offshore Global Note prior to the removal of the Private Placement Legend or (B) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and 144A or (by) if an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (ii) If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Notes so transferred. (c) Transfers of Interests in the Offshore Global Note or Offshore Physical Notes. The following provisions shall apply with respect to any transfer of interests in the Offshore Global Notes or Offshore Physical Notes: (i) prior to the removal of the Private Placement Legend from an Offshore Global Note or Offshore Physical Note so transferred pursuant to Section 2.2, the Registrar shall refuse to register such transfer unless such transfer complies with Section 2.9(b) or reflect on its books and records the date and a decrease in the principal amount of such transferor Global NoteSection 2.9(d), as the case may be; and (ii) after such removal, the Registrar shall register the transfer of any such Note without requiring any additional certification. (3d)

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer or exchange is at least one year after the later of the date of issuance of such Note and the last date on which the Company or any of their Affiliates was the owner of such Note or any predecessor of such Note and on which the Company instruct the Trustee that the Private Placement Legend shall be deemed to have been removed from such Note (and the Company shall provide an Officer’s Certificate if the Company or any Affiliate thereof has acquired a beneficial interest in such Note) or (y) such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer or exchange is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists or exchanged consist of a Physical Note that Notes which after transfer is or exchange are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be. (3)

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note (i) the Registrar shall register the transfer, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies with all other applicable requirements is after the second anniversary of this Indenture the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to such second anniversary of the Issue Date or (including Section 305) and, (ay) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is an Agent Member, and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee such Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred. (3c)

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted an Initial Security and the transfer of the beneficial interest in an Initial Security to a QIB (excluding transfers to Non-U.S. Persons): The Note QIB: the Security Registrar shall register the transfer of any Initial Security, whether or not such Security bears the Private Placement Legend, and the transfer of the beneficial interest in an Initial Security may be made if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) andcan otherwise be lawfully made under the Securities Act without registering such Initial Security thereunder, (ay) if in the case of the registration of a transfer by the Security Registrar, such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Security stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Security stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Security Registrar in writing, that it is purchasing such Note the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and 144A or (bz) if in the proposed transferee is case of the transfer of the beneficial interest in an Initial Security (other than a transfer by an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after which clause (ii) below shall apply), the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given made in accordance with Rule 144A under the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be. (3)Securities Act.