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 Security to a QIB (excluding transfers to Non-U.S. Persons): if the Security to be transferred consists of (x) Offshore Physical Securities prior to the removal of the Private Placement Legend, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or has otherwise advised the Issuers and the 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 Security stating, or has otherwise advised the Issuers and the Registrar in writing, that it is purchasing 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 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 or (y) an interest in the U.S. Global Securities, the transfer of such interest may be effected only through the book entry system maintained by the Depository.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security an Initial Certificate to a QIB (excluding transfers to Non-U.S. Persons): if the Security to be transferred consists of (x) Offshore Physical Securities prior to the removal of the Private Placement Legend, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security Initial Certificate stating, or has otherwise advised the Issuers Trustee and the 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 Security Initial Certificate stating, or has otherwise advised the Issuers Trustee and the Registrar in writing, that it is purchasing the Security Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it and is acting with respect to any such account 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 Issuers Trust and/or 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 or (y) an interest in the U.S. Global Securities, the transfer of such interest may be effected only through the book entry system maintained by the Depository.144A.

Transfers to QIBs. The following provisions shall apply with 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): if the Security to be transferred consists of (x) Offshore Physical Securities prior to the removal of the Private Placement Legend), the Registrar shall register the such transfer if it complies with all other applicable requirements of this Indenture (including Section 3.04) and, if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security such Note stating, or has otherwise advised certified to the Issuers Company and the 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 Security such Note stating, or has otherwise advised certified to the Issuers Company and the Registrar in writing, that it is purchasing the Security 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 Issuers 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 or (y) an interest in the U.S. Global Securities144A, the transfer Registrar shall reflect on its books and records the date of such interest may be effected only through the book entry system maintained by transfer, and the DepositoryTrustee shall cancel the Note so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security U.S. Certificated Note or an interest in a Restricted Global to a QIB (excluding transfers to Non-U.S. Persons): if (i) If the Security Note to be transferred consists of (x) Offshore Physical Securities prior to the removal of the Private Placement LegendU.S. Certificated Notes, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security Note stating, or has otherwise advised the Issuers Company and the 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 Security Note stating, or has otherwise advised the Issuers Company and the Registrar in writing, that it is purchasing the Security 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 Issuers Company and the Guarantors 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 or (y) an interest in the U.S. Global Securitiesa Restricted Global, the transfer of such interest may be effected only through the book book-entry system maintained by the Depositoryrelevant Depositary.

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): if the Security to be transferred consists of (x) Offshore Physical Securities prior to the removal of the Private Placement Legend, the The Registrar shall register the such transfer if it complies with all other applicable requirements of this Indenture and, if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security such Note stating, or has otherwise advised certified to the Issuers Registrar and the Registrar 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 Security such Note stating, or has otherwise advised the Issuers certified to Registrar and the Registrar Company and the Trustee in writing, that it is purchasing the Security 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 Issuers 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 or (y) an interest in the U.S. Global Securities, the transfer of such interest may be effected only through the book entry system maintained by the Depository.144A.