Common use of Transfer of Restricted Physical Debenture for Restricted Physical Debenture or Restricted Uncertificated Debenture Clause in Contracts

Transfer of Restricted Physical Debenture for Restricted Physical Debenture or Restricted Uncertificated Debenture. A Restricted Physical Debenture may be transferred to a Person who takes delivery thereof in the form of a Restricted Physical Debenture or a Restricted Uncertificated Debenture if (A) the Corporation receives an opinion of counsel of recognised standing, in form and substance reasonably satisfactory to the Corporation, to the effect that such transfer or exchange is in compliance with an available exemption from the registration requirements of the 1933 Act and all applicable state securities laws and (B) in the case of to a Restricted Uncertificated Debenture, in addition to Section 3.1(3)(b)(A), the transferee is a Qualified Institutional Buyer and has provided the Corporation and the Trustee with a Qualified Institutional Buyer Letter in the form attached as Schedule F to the Indenture (or as the Corporation may prescribe from time to time).

Transfer of Restricted Physical Debenture for Restricted Physical Debenture or Restricted Uncertificated Debenture. A Restricted Physical Debenture may be transferred to a Person who takes delivery thereof in the form of a Restricted Physical Debenture or a Restricted Uncertificated Debenture if (Ai) the Corporation receives an opinion of counsel of recognised standing, in form and substance reasonably satisfactory to the Corporation, to the effect that such transfer or exchange is in compliance with an available exemption from the registration requirements of the 1933 Act and all applicable state securities laws and (Bii) in the case of to a Restricted Uncertificated Debenture, in addition to Section 3.1(3)(b)(A3.1(3)(b)(i), the transferee is a Qualified Institutional Buyer and has provided the Corporation and the Trustee with a Qualified Institutional Buyer Letter in the form attached as Schedule F to the Indenture (or as the Corporation may prescribe from time to time).