Common use of Additional Transfer and Exchange Requirements Clause in Contracts

Additional Transfer and Exchange Requirements. (a) If Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing the Transfer Restricted Note Legend, or if a request is made to remove the Transfer Restricted Note Legend on a Note, the Notes so issued shall bear the Transfer Restricted Note Legend, or the Transfer Restricted Note Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel if requested by the Company or such Registrar, as may be reasonably required by the Company and the Registrar, that neither the Transfer Restricted Note Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or that such Notes are not “restricted” within the meaning of Rule 144; provided that no such evidence need be supplied in connection with the sale of such Note pursuant to a registration statement that is effective at the time of such sale. Upon (i) provision of such satisfactory evidence if requested, or (ii) notification by the Company to the Trustee and Registrar of the sale of such Note pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Note that does not bear the Transfer Restricted Note Legend. If the Transfer Restricted Note Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate of the Company, the Transfer Restricted Note Legend shall be reinstated.

Additional Transfer and Exchange Requirements. (a) If Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing the Transfer Restricted Note Restriction Legend, or if a request is made to remove the Transfer Restricted Note Restriction Legend on a Note, the Notes so issued shall bear the Transfer Restricted Note Restriction Legend, or the Transfer Restricted Note Restriction Legend shall not be removed, as the case may be, unless such Note has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Notes has delivered to the Company and the Registrar a certification of the same or there is delivered to the Company and the Registrar such reasonably satisfactory evidence, which shall include an Opinion of Counsel if requested by the Company or such RegistrarCounsel, as may be reasonably required by the Company and the Registrar, that neither the Transfer Restricted Note Restriction Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or that such Notes are not “restricted” within the meaning of Rule 144; provided that no such evidence need 144 or may otherwise be supplied in connection with transferred without registration under the sale of such Note pursuant to a registration statement that is effective at the time of such saleSecurities Act. Upon (i) provision of such satisfactory evidence to the Company or the Registrar if requested, or (ii) notification requested by the Company to or the Trustee and Registrar of the sale of such Note pursuant to a registration statement that is effective at the time of such saleRegistrar, the Trustee, at the written direction of the Company, shall authenticate and deliver a Note that does not bear the Transfer Restricted Note Restriction Legend. If the Transfer Restricted Note Restriction Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate of the CompanyNote, the Transfer Restricted Note Restriction Legend shall be reinstatedreinstated at any time the Company reasonably determinates that, to comply with applicable law (including, without limitation, the Securities Act), such Note must bear the Transfer Restriction Legend.

Additional Transfer and Exchange Requirements. (a) If Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing the Transfer Restricted Note Restriction Legend, or if a request is made to remove the Transfer Restricted Note Restriction Legend on a Note, the Notes so issued shall bear the Transfer Restricted Note Restriction Legend, or the Transfer Restricted Note Restriction Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel if requested by the Company or such Registrar, as may be reasonably required by the Company and the Registrar, that neither the Transfer Restricted Note Restriction Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or that such Notes are not “restricted” within the meaning of Rule 144; provided that no such evidence need be supplied in connection with the sale of such Note pursuant to a registration statement that is effective at the time of such sale. Upon (i) provision of such satisfactory evidence to the Company or the Registrar if requestedrequested by the Company or the Registrar, or (ii) notification by the Company to the Trustee and Registrar of the sale of such Note pursuant to a registration statement that is effective under the Securities Act at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Note that does not bear the Transfer Restricted Note Restriction Legend. If the Transfer Restricted Note Restriction Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate of the CompanyNote, the Transfer Restricted Note Restriction Legend shall be reinstatedreinstated at any time the Company reasonably determinates that, to comply with applicable law (including, without limitation, the Securities Act), such Note must bear the Transfer Restriction Legend.

Additional Transfer and Exchange Requirements. (a) If Notes Securities are issued upon the transfer, exchange or replacement of Notes Securities subject to restrictions on transfer and bearing the Transfer Restricted Note legends set forth on the forms of Securities attached hereto as Exhibit A setting forth such restrictions (collectively, the "Legend"), or if a request is ------ made to remove the Transfer Restricted Note Legend on a NoteSecurity, the Notes Securities so issued shall bear the Transfer Restricted Note Legend, or the Transfer Restricted Note Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Securities Registrar such satisfactory evidence, which shall include an Opinion of Counsel if requested by the Company or such Securities Registrar, as may be reasonably required by the Company and the Securities Registrar, that neither the Transfer Restricted Note Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under the Securities Act or that such Notes Securities are not “"restricted” " within the meaning of Rule 144144 under the Securities Act; provided that no such evidence need be supplied in connection -------- with the sale of such Note Security pursuant to a registration statement that is effective at the time of such sale. Upon (i) provision of such satisfactory evidence if requested, or (ii) notification by the Company to the Trustee and Securities Registrar of the sale of such Note Security pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Note Security that does not bear the Transfer Restricted Note Legend. If the Transfer Restricted Note Legend is removed from the face of a Note Security and the Note Security is subsequently held by an Affiliate of the Company, the Transfer Restricted Note Legend shall be reinstated.

Additional Transfer and Exchange Requirements. (a) If Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing the Transfer Restricted Note Restriction Legend, or if a request is made to remove the Transfer Restricted Note Restriction Legend on a Note, the Notes so issued shall bear the Transfer Restricted Note Restriction Legend, or the Transfer Restricted Note Restriction Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Security Registrar such satisfactory evidence, which shall include an Opinion opinion of Counsel counsel if requested by the Company or such RegistrarCompany, as may be reasonably required by the Company and the Security Registrar, that neither the Transfer Restricted Note Restriction Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or that such Notes are not “restricted” within the meaning of Rule 144; provided that no such evidence need be supplied in connection with the sale of such Note pursuant to a registration statement that is effective at the time of such sale. Upon (i) provision of such satisfactory evidence to the Company or the Security Registrar if requestedrequested by the Company or the Security Registrar, or (ii) notification by the Company to the Trustee and Security Registrar of the sale of such Note pursuant to a registration statement that is effective under the Securities Act at the time of such sale, the Trustee, at the written direction upon receipt of the Companya Company Order, shall authenticate and deliver a Note that does not bear the Transfer Restricted Note Restriction Legend. If the Transfer Restricted Note Restriction Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate of the CompanyNote, the Transfer Restricted Note Restriction Legend shall be reinstatedreinstated at any time the Company reasonably determinates that, to comply with applicable law (including, without limitation, the Securities Act), such Note must bear the Transfer Restriction Legend.

Additional Transfer and Exchange Requirements. (a) If Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing the Transfer Restricted Note Restriction Legend, or if a request is made to remove the Transfer Restricted Note Restriction Legend on a Note, the Notes so issued shall bear the Transfer Restricted Note Restriction Legend, or the Transfer Restricted Note Restriction Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel if requested by the Company or such Registrar, as may be reasonably required by the Company and the Registrar, that neither the Transfer Restricted Note Restriction Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or that such Notes are not “restricted” within the meaning of Rule 144; provided that no such evidence need be supplied in connection with the sale of such Note pursuant to a registration statement that is effective under the Securities Act at the time of such sale. Upon (i) provision of such satisfactory evidence to the Company or the Registrar if requestedrequested by the Company or the Registrar, or (ii) notification by the Company to the Trustee and Registrar of the sale of such Note pursuant to a registration statement that is effective under the Securities Act at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Note that does not bear the Transfer Restricted Note Restriction Legend. If the Transfer Restricted Note Restriction Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate of the CompanyNote, the Transfer Restricted Note Restriction Legend shall be reinstatedreinstated at any time the Company reasonably determinates that, to comply with applicable law (including, without limitation, the Securities Act), such Note must bear the Transfer Restriction Legend.