Common use of Transfer of Beneficial Interests from one Restricted Global Note to Another Restricted Global Note Clause in Contracts

Transfer of Beneficial Interests from one Restricted Global Note to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of subsection (2) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, a certificate from the holder certifying that the exchange or transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act, and that the beneficial interest is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States; and (B) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, a certificate from the holder certifying that the exchange or transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in the Restricted Global Note and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and such exchange or transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note.