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 constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): if the Security to be transferred consists of ): (xi) 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 Company and the Registrar in writing, that the sale has been made effected in compliance with the provisions provi- sions 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 Company and the Registrar in writing, that it is purchasing purchas- ing 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 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 144A; and (yii) if the proposed transferee is an Agent Member and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the U.S. Rule 144A Global SecuritiesNote, upon receipt by the Registrar of instructions given in accordance with the De- positary's and the Registrar's procedures, the transfer Registrar shall reflect on its books and records the date and an in- crease in the principal amount of such interest may the Rule 144A Global Note in an amount equal to principal amount of the Physi- cal Securities to be effected only through transferred, and the book entry system maintained by Trustee shall cancel the DepositoryPhysical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Security or an interest in the U.S. Global Security to a QIB (excluding transfers to Non-U.S. Persons): if (i) If the Security to be transferred consists of (x) Offshore U.S. Physical Securities prior to the removal of the Private Placement LegendSecu- rities, the Registrar shall register the transfer if such transfer is being be- ing made by a proposed transferor who has checked the box provided for on the form of Security 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 stating, or has otherwise advised the Issuers Company 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 informa- tion 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- terest in the U.S. Global SecuritiesSecurity, the transfer of such interest may be effected only through the book entry system maintained by the DepositoryDepositary.

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 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.

Transfers to QIBs. The following provisions shall apply with respect to the registration of or any proposed registration of transfer of a Security Note constituting a Restricted Note to a QIB (excluding transfers to Non-U.S. Persons): if the Security to be transferred consists of ): (xi) 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 such Holder's Note stating, or has otherwise advised the Issuers Issuer 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 Holder's Note stating, or has otherwise advised the Issuers Issuer 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 Issuer 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 144A; and (yii) in an interest in amount equal to the U.S. Global Securitiesprincipal amount of the Physical Notes to be transferred, and the transfer of such interest may be effected only through Trustee shall cancel the book entry system maintained by the DepositoryPhysical Notes so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a an Initial Security to a QIB (excluding transfers to Non-U.S. Persons): if ): (i) If the Security to be transferred consists of (x) Offshore Physical Securities prior to the removal of the Private Placement LegendSecurities, the Security 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 Initial Security stating, or has otherwise advised the Issuers Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a the transferee who has signed the certification provided for on the form of Security Initial Security, stating, or has otherwise advised the Issuers Company and the Security Registrar in writing, that it is purchasing the Initial Security 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 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 144A. (yii) If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of Physical Securities which after transfer are to be evidenced by an interest in the U.S. Global SecuritiesSecurity, the transfer of such interest may be effected only through the book entry system maintained upon receipt by the Depository.the

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Warrants to a QIB (excluding transfers to Nonnon-U.S. Persons): if ): (i) If the Security Warrants to be transferred consists of (x) Offshore Physical Securities prior to the removal of the Private Placement Legendare represented by Certificated Warrants, the Registrar Warrant Agent 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 Warrant Certificate stating, or has otherwise advised the Issuers Company and the Registrar Warrant Agent 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 Warrant Certificate stating, or has otherwise advised the Issuers Company and the Registrar Warrant Agent in writing, that it is purchasing the Security Warrants 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 144A. (yii) an interest in the U.S. Global Securities, the transfer amount of such interest may be effected only through the book entry system maintained Warrants represented by the DepositoryCertificated Warrants to be transferred, and the Warrant Agent shall cancel the Certificated Warrants.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): if the Security to be transferred consists of ): (xi) Offshore Physical Securities prior to the removal of the Private Placement Legend, the 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 effected 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 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 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.144A,

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Physical Security or an interest in the Global Security prior to the removal of the Private Placement Legend to a QIB (excluding transfers to Non-U.S. Persons): if ): (i) If the Security to be transferred consists of (x) Offshore (A) U.S. Physical Securities or (B) an interest in an Offshore Global Security prior to the removal of the Private Placement Legend, the Security 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 security stating, or has otherwise advised the Issuers Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A 144A, to a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Issuers Company and the Security 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 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.a 66 October '97 Notes Indenture

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 Security U.S. Physical Bond or an interest in the Rule 144A Global Bond to a QIB (excluding transfers to Non-U.S. Persons): if ): (i) If the Security Bond to be transferred consists of (x) Offshore U.S. Physical Securities prior to the removal of the Private Placement LegendBonds, the Registrar shall register the transfer and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Bonds if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security Bond stating, or has otherwise advised the Issuers Issuer 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 Bond stating, or has otherwise advised the Issuers Issuer and the Registrar in writing, that it is purchasing the Security Bond 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 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.the