Common use of Procedures and Requirements Clause in Contracts

Procedures and Requirements. 1. If the proposed transfer occurs prior to the Offshore Note Exchange Date, and the proposed transferor holds: (A) a U.S. Physical Note which is surrendered to the Note Registrar, and the proposed transferee or transferor, as applicable: (i) delivers an Accredited Investor Certificate and, if required by the Company, a Non-Registration Opinion and Supporting Evidence, or delivers (or is deemed to have delivered pursuant to clause (d) above) a Rule 144A Certificate and the proposed transferee requests delivery in the form of a U.S. Physical Note, then the Note Registrar shall (x) register such transfer in the name of such transferee and record the date thereof in its books and records, (y) cancel such surrendered U.S. Physical Note and (z) deliver a new U.S. Physical Note to such transferee duly registered in the name of such transferee in principal amount equal to the principal amount being transferred of such surrendered U.S. Physical Note; (ii) delivers (or is deemed to have delivered pursuant to clause (d) above) a Rule 144A Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the U.S. Global Note, then the Note Registrar shall (x) cancel such surrendered U.S. Physical Note, (y) record an increase in the principal amount of the U.S. Global Note equal to the principal amount being transferred of such surrendered U.S. Physical Note and (z) notify the Depositary in accordance with the procedures of the Depositary that it approves of such transfer; or (iii) delivers a Regulation S Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the Temporary Offshore Global Note, then the Note Registrar shall (x) cancel such surrendered U.S. Physical Note, (y) record an increase in the principal amount of the Temporary Offshore Global Note equal to the principal amount being transferred of such surrendered U.S. Physical Note and (z) notify the Depositary in accordance with the procedures of the Depositary that it approves of such transfer. In any of the cases described in this Section 312(e)(1)(A), the Note Registrar shall deliver to the transferor a new U.S. Physical Note in principal amount equal to the principal amount not being transferred of such surrendered U.S. Physical Note, as applicable. (B) the U.S. Global Note, and the proposed transferee or transferor, as applicable: (i) delivers an Accredited Investor Certificate and, if required by the Company, a Non-Registration Opinion and Supporting Evidence, or delivers (or is deemed to have delivered pursuant to clause (d) above) a Rule 144A Certificate and the proposed transferee requests delivery in the form of a U.S. Physical Note, then the Note Registrar shall (w) register such transfer in the name of such transferee and record the date thereof in its books and records, (x) record a decrease in the principal amount of the U.S. Global Note in an amount equal to the beneficial interest therein being transferred, (y) deliver a new U.S. Physical Note to such transferee duly registered in the name of such transferee in principal amount equal to the amount of such decrease and (z) notify the Depositary in accordance with the procedures of the Depositary that it approves of such transfer; (ii) delivers (or is deemed to have delivered pursuant to clause (d) above) a Rule 144A Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the U.S. Global Note, then the transfer shall be effected in accordance with the procedures of the Depositary therefor; or (iii) delivers a Regulation S Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the Temporary Offshore Global Note, then the Note Registrar shall (w) register such transfer in the name of such transferee and record the date thereof in its books and records, (x) record a decrease in the principal amount of the U.S. Global Note in an amount equal to the beneficial interest therein being transferred, (y) record an increase in the principal amount of the Temporary Offshore Global Note equal to the amount of such decrease and (z) notify the Depositary in accordance with the procedures of the Depositary that it approves of such transfer. (C) the Temporary Offshore Global Note, and the proposed transferee or transferor, as applicable: (i) delivers an Accredited Investor Certificate and, if required by the Company, a Non-Registration Opinion and Supporting Evidence, or delivers (or is deemed to have delivered pursuant to clause (d) above) a Rule 144A Certificate and the proposed transferee requests delivery in the form of a U.S. Physical Note, then the Note Registrar shall (w) register such transfer in the name of such transferee and record the date thereof in its books and records, (x) record a decrease in the principal amount of the Offshore Global Note in an amount equal to the beneficial interest therein being transferred, (y) deliver a new U.S. Physical Note to such transferee duly registered in the name of such transferee in principal amount equal to the amount of such decrease and (z) notify the Depositary in accordance with the procedures of the Depositary that it approves of such transfer; (ii) delivers (or is deemed to have delivered pursuant to clause (d) above) a Rule 144A Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the U.S. Global Note, then the Note Registrar shall (x) record a decrease in the principal amount of the Offshore Global Note in an amount equal to the beneficial interest therein being transferred, (y) record an increase in the principal amount of the U.S. Global Note equal to the amount of such decrease and (z) notify the Depositary in accordance with the procedures of the Depositary that it approves of such transfer; or (iii) delivers a Regulation S Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the Temporary Offshore Global Note, then the transfer shall be effected in accordance with the procedures of the Depositary therefor; provided, however, that until the Offshore Note Exchange Date occurs, beneficial interests in the Offshore Global Note may be held only in or through accounts maintained at the Depositary by Euroclear or Cedel (or by Agent Members acting for the account thereof), and no person shall be entitled to effect any transfer or exchange that would result in any such interest being held otherwise than in or through such an account. 2. If the proposed transfer occurs on or after the Offshore Note Exchange Date and the proposed transferor holds: (A) a U.S. Physical Note which is surrendered to the Note Registrar, and the proposed transferee or transferor, as applicable: (i) delivers an Accredited Investor Certificate and, if required by the Company, a Non-Registration Opinion and Supporting Evidence, or delivers (or is deemed to have delivered pursuant to clause (d) above) a Rule 144A Certificate and the proposed transferee requests delivery in the form of a U.S. Physical Note, then the procedures set forth in Section 312(e)(1)(A)(i) shall apply; (ii) delivers (or is deemed to have delivered pursuant to clause (d) above) a Rule 144A Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the Offshore Global Note, then the procedures set forth in Section 312(e)(1)(A)(ii) shall apply; or (iii) delivers a Regulation S Certificate, then the Note Registrar shall cancel such surrendered U.S. Physical Note and at the direction of the transferee, either:

Procedures and Requirements. 1. (i) If the proposed transfer occurs prior to the Offshore Note Bond Exchange Date, and the proposed transferor holds: (A) a U.S. Physical Note Bond which is surrendered to the Note Bond Registrar, and the proposed transferee or transferor, as applicable: (i1) delivers an Accredited Investor Certificate and, if required by the Company, a Non-Registration Opinion and Supporting Evidence, or delivers (or is deemed to have delivered pursuant to clause (d) abovedelivered) a Rule 144A Certificate and the proposed transferee requests delivery in the form of a U.S. Physical NoteBonds, then the Note Bond Registrar shall (x) register such transfer in the name of such transferee and record the date thereof in its books and records, (y) cancel such surrendered U.S. Physical Note Bond and (z) deliver a new U.S. Physical Note Bond to such transferee duly registered in the name of such transferee in principal amount equal to the principal amount being transferred of such surrendered U.S. Physical Note;Bond. (ii2) delivers (or is deemed to have delivered pursuant to clause (d) abovedelivered) a Rule 144A Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the U.S. Global NoteBond, then the Note Bond Registrar shall (x) cancel such surrendered U.S. Physical NoteBond, (y) record an increase in the principal amount of the U.S. Global Note Bond equal to the principal amount being transferred of such surrendered U.S. Physical Note Bond and (z) notify the Depositary in accordance with the procedures of the Depositary that it approves of such transfer; or. (iii3) delivers a Regulation S Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the Temporary Offshore Global NoteBond, then the Note Bond Registrar shall (x) cancel such surrendered U.S. Physical NoteBond, (y) record an increase in the principal amount of the Temporary Offshore Global Note Bond equal to the principal amount being transferred of such surrendered U.S. Physical Note Bond and (z) notify the Depositary in accordance with the procedures of the Depositary that it approves of such transfer. In any of the cases case described in this Section 312(e)(1)(A3.11(e)(i)(A)(1), the Note Bond Registrar shall deliver to the transferor a new U.S. Physical Note Bond in principal amount equal to the principal amount not being transferred of such surrendered U.S. Physical Note, as applicableBond. (B) a beneficial interest in the U.S. Global NoteBond, and the proposed transferee or transferor, as applicable: (i1) delivers an Accredited Investor Certificate and, if required by the Company, a Non-Registration Opinion and Supporting Evidence, or delivers (or is deemed to have delivered pursuant to clause (d) abovedelivered) a Rule 144A Certificate and the proposed transferee requests delivery in the form of a U.S. Physical NoteBonds, then the Note Bond Registrar shall (w) register such transfer in the name of such transferee and record the date thereof in its books and records, (x) record a decrease in the principal amount of the U.S. Global Note Bond in an amount equal to the beneficial interest therein being transferred, (y) deliver a new U.S. Physical Note Bond to such transferee duly registered in the name of such transferee in principal amount equal to the amount of such decrease and (z) notify the Depositary in accordance with the procedures of the Depositary that it approves of such transfer;. (ii2) delivers (or is deemed to have delivered pursuant to clause (d) abovedelivered) a Rule 144A Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the U.S. Global NoteBond, then the transfer shall be effected in accordance with the procedures of the Depositary therefor; or. (iii3) delivers a Regulation S Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the Temporary Offshore Global NoteBond, then the Note Bond Registrar shall (w) register such transfer in the name of such transferee and record the date thereof in its books and records, (x) record a decrease in the principal amount of the U.S. Global Note Bond in an amount equal to the beneficial interest therein being transferred, (y) record an increase in the principal amount of the Temporary Offshore Global Note Bond equal to the amount of such decrease and (z) notify the Depositary in accordance with the procedures of the Depositary that it approves of such transfer. (C) a beneficial interest in the Temporary Offshore Global NoteBond, and the proposed transferee or transferor, as applicable: (i1) delivers an Accredited Investor Certificate and, if required by the Company, a Non-Registration Opinion and Supporting Evidence, or delivers (or is deemed to have delivered pursuant to clause (d) abovedelivered) a Rule 144A Certificate and the proposed transferee requests delivery in the form of a U.S. Physical NoteBonds, then the Note Bond Registrar shall (w) register such transfer in the name of such transferee and record the date thereof in its books and records, (x) record a decrease in the principal amount of the Offshore Global Note Bond in an amount equal to the beneficial interest therein being transferred, (y) deliver a new U.S. Physical Note Bond to such transferee duly registered in the name of such transferee in principal amount equal to the amount of such decrease and (z) notify the Depositary in accordance with the procedures of the Depositary that it approves of such transfer;. (ii2) delivers (or is deemed to have delivered pursuant to clause (d) abovedelivered) a Rule 144A Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the U.S. Global NoteBond, then the Note Bond Registrar shall (x) record a decrease in the principal amount of the Offshore Global Note Bond in an amount equal to the beneficial interest therein being transferred, (y) record an increase in the principal amount of the U.S. Global Note Bond equal to the amount of such decrease and (z) notify the Depositary in accordance with the procedures of the Depositary that it approves of such transfer; or. (iii3) delivers a Regulation S Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the Temporary Offshore Global NoteBond, then the transfer shall be effected in accordance with the procedures of the Depositary therefor; provided, however, that until the Offshore Note Bond Exchange Date occurs, beneficial interests in the Offshore Global Note Bond may be held only in or through accounts maintained at the Depositary by Euroclear Clearance System ("EUROCLEAR") or Cedel Bank S.A. ("CEDEL") (or by Agent Members acting for the account thereof), and no person shall be entitled to effect any transfer or exchange that would result in any such interest being held otherwise than in or through such an account. 2. (ii) If the proposed transfer occurs on or after the Offshore Note Bond Exchange Date and the proposed transferor holds: (A) a U.S. Physical Note Bond which is surrendered to the Note Bond Registrar, and the proposed transferee or transferor, as applicable: (i1) delivers an Accredited Investor Certificate and, if required by the Company, a Non-Registration Opinion and Supporting Evidence, or delivers (or is deemed to have delivered pursuant to clause (d) abovedelivered) a Rule 144A Certificate and the proposed transferee requests delivery in the form of a U.S. Physical NoteBonds, then the procedures set forth in Section 312(e)(1)(A)(i3.11(e)(i)(A)(1) shall apply;. (ii2) delivers (or is deemed to have delivered pursuant to clause (d) abovedelivered) a Rule 144A Certificate and the proposed transferee is or is acting through an Agent Member and requests that the proposed transferee receive a beneficial interest in the Offshore Global NoteBond, then the procedures set forth in Section 312(e)(1)(A)(ii3.11(e)(i)(A)(2) shall apply; or. (iii3) delivers a Regulation S Certificate, then the Note Bond Registrar shall cancel such surrendered U.S. Physical Note Bond and at the direction of the transferee, either: