Common use of Other Exchanges Clause in Contracts

Other Exchanges. In the event that the Restricted Global Security is exchanged pursuant to Section 2.8 for Securities in definitive registered form without interest coupons, prior to an Effective Registration such Initial Notes may be exchanged for one another only in accordance with those procedures that are substantially consistent with the provisions of clauses (i) through (iv) above (including the certification requirements thereof intended to insure that such transfers comply with the Securities Act) and which may be from time to time adopted by the Company and the Trustee. If Initial Notes are issued upon the transfer, exchange or replacement of Initial Notes bearing the Restricted Securities Legend, or if a request is made to remove such Restricted Securities Legend on Initial Notes, the Initial Notes so issued shall bear the Restricted Securities Legend, or the Restricted Securities Legend shall not be removed, as the case may be, unless (i) there is delivered to the Company such satisfactory evidence, which may include an opinion of counsel licensed to practice law in the State of New York, as may be reasonably required by the Company that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act or, with respect to Restricted Securities, that such Initial Notes are not "restricted" within the meaning of Rule 144 under the Securities Act or (ii) there is an Effective Registration involving the Notes Shelf Registration with respect to the Initial Notes then in effect or the Initial Note as to which the Restricted Securities Legend is sought to be removed has been disposed of in accordance with the Notes Shelf Registration. Upon (i) provision of such satisfactory evidence or (ii) notification by the Company to the Trustee of an Effective Registration with respect to the Initial Notes, the Trustee, at the direction of the Company, shall authenticate and deliver Initial Notes that do not bear the Restricted Securities Legend.

Other Exchanges. (1) In the event that the Restricted a Global Security or any portion thereof is exchanged pursuant to Section 2.8 for Securities other than Global Securities, such other Securities may in definitive registered form without interest coupons, prior to an Effective Registration such Initial Notes may turn be exchanged (on transfer or otherwise) for one another Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstanding) only in accordance with those procedures that are such procedures, which shall be substantially consistent with the provisions of clauses (i) through (ivvi) above and (viii) below (including the certification requirements thereof intended to insure that such transfers and exchanges of beneficial interests in a Global Security comply with Rule 144A, Rule 144 (if available) or Regulation S, as the Securities Actcase may be) and which any Applicable Procedures, as may be from time to time adopted by the Company and the Trustee. If Initial Notes are issued upon ; provided that except as permitted in (3) hereof, no beneficial interest in a Temporary Regulation S Global Security shall be exchangeable for a definitive Security until the expiration of the Restricted Period and then only if the certifications described in Section 201 shall have been provided in respect of such interest. (2) Subject to Section 201(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, exchange or replacement of Initial Notes bearing the Restricted Securities Legend, or if a request is made to remove such Restricted Securities Legend on Initial Notes, the Initial Notes so issued shall bear the Restricted Securities Legend, or the Restricted Securities Legend shall not be removed, as the case may be, unless (i) there is delivered furnish to the Company such satisfactory evidenceand the Trustee, which may include an opinion of counsel licensed to practice law appropriately completed certificate substantially in the State form of New YorkAnnex E and such other certifications, legal opinions or other information as they or either of them may be reasonably required by require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the Company that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions registration requirements of the Securities Act orAct; provided, with respect to Restricted Securitieshowever, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such Initial Notes are not "restricted" within in the meaning Purchase Agreement in respect of Rule 144 under the Securities Act or (ii) there securities of such series may, so long as such security is an Effective Registration involving the Notes Shelf Registration with respect to the Initial Notes then in effect or the Initial Note as to which the a Restricted Securities Legend is sought to be removed has been disposed of Security, transfer such security only in accordance with the Notes Shelf Registration. Upon clause (ivi) above. (3) Notwithstanding any other provision of this Section 305, an initial purchaser named as such satisfactory evidence in the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the Temporary Regulation S Global Securities of that series held by it for one or more Restricted Securities of that series (including an interest in the Restricted Global Security of that series) upon delivery by such initial purchaser of instructions for such exchange substantially in the form of Annex F. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the principal amount of a Temporary Regulation S Global Security by the principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the principal amount of the Restricted Global Security and credit or cause to be credited to the account of such initial purchaser a beneficial interest in such Restricted Global Security having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Security was reduced upon such transfer or (iiB) notification by the Company to the Trustee of an Effective Registration with respect to the Initial Notes, the Trustee, at the direction of the Company, shall authenticate and deliver Initial Notes that do not bear the one or more Restricted Securities Legendin definitive form and in the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraph.

Other Exchanges. In the event that the Restricted a Global Security is exchanged pursuant to Section 2.8 for Securities in definitive registered form without interest coupons, pursuant to Section 2.10 prior to an Effective the effectiveness of a Shelf Registration contemplated by and in accordance with the terms of the Registration Rights Agreement with respect to such Initial Notes Securities, such Securities may be exchanged for one another only in accordance with those such procedures that as are substantially consistent with the provisions of clauses (i2) through and (iv3) above (including the certification requirements thereof intended to insure ensure that such transfers comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and which such other procedures as may be from time to time be adopted by the Company Issuer. (b) Except in connection with a Shelf Registration contemplated by and in accordance with the Trustee. If Initial Notes terms of the Registration Rights Agreement, if Securities are issued upon the registration of transfer, exchange or replacement of Initial Notes Securities bearing the a Restricted Securities Legend, or if a request is made to remove such Restricted a Restrictive Securities Legend on Initial NotesSecurities, the Initial Notes Securities so issued shall bear the Restricted Securities Legend, or the a Restricted Securities Legend shall not be removed, as the case may be, unless (i) there is delivered to the Company Issuer such satisfactory evidence, which which, in the case of a transfer made pursuant to Rule 144 under the Securities Act, may include an opinion of counsel licensed to practice law in the State of New Yorkcounsel, as may be reasonably required by the Company Issuer, that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or, with respect to Restricted Securities, or that such Initial Notes Securities are not "restricted" within the meaning of Rule 144 under the Securities Act or (ii) there is an Effective Registration involving the Notes Shelf Registration with respect Act. Upon provision to the Initial Notes then in effect or the Initial Note as to which the Restricted Securities Legend is sought to be removed has been disposed of in accordance with the Notes Shelf Registration. Upon (i) provision Issuer of such satisfactory evidence or (ii) notification by the Company to the Trustee of an Effective Registration with respect to the Initial Notesevidence, the Trustee, at the written direction of the CompanyIssuer, shall authenticate and deliver Initial Notes Securities that do not bear the Restricted legend. The Issuer shall not otherwise be entitled to require the delivery of a legal opinion in connection with any transfer or exchange of Securities. (c) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. (d) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Securities Legend(including any transfers between or among Depositary's participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation as is expressly required by, and to do so if and when expressly required by, the terms of this Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Other Exchanges. (1) In the event that the Restricted a Global Security or any portion thereof is exchanged pursuant to Section 2.8 for Securities other than Global Securities, such other Securities may in definitive registered form without interest coupons, prior to an Effective Registration such Initial Notes may turn be exchanged (on transfer or otherwise) for one another Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstanding) only in accordance with those procedures that are such procedures, which shall be substantially consistent with the provisions of clauses (i) through (ivv) above and (vii) below (including the certification requirements thereof intended to insure that such transfers and exchanges of beneficial interests in a Global Security comply with Rule 144A, Rule 144 (if available) or Regulation S, as the Securities Actcase may be) and which any Applicable Procedures, as may be from time to time adopted by the Company and the Trustee. If Initial Notes are issued upon ; PROVIDED that except as permitted in (3) hereof, no beneficial interest in a Temporary Regulation S Global Security shall be exchangeable for a definitive Security until the expiration of the Restricted Period and then only if the certifications described in Section 2.01 shall have been provided in respect of such interest. (2) Subject to Section 2.01(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, exchange or replacement of Initial Notes bearing the Restricted Securities Legend, or if a request is made to remove such Restricted Securities Legend on Initial Notes, the Initial Notes so issued shall bear the Restricted Securities Legend, or the Restricted Securities Legend shall not be removed, as the case may be, unless (i) there is delivered furnish to the Company such satisfactory evidenceand the Trustee, which may include an opinion of counsel licensed to practice law appropriately completed certificate substantially in the State form of New YorkAnnex E and such other certifications, legal opinions or other information as they or either of them may be reasonably required by require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the Company that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions registration requirements of the Securities Act orAct; PROVIDED, with respect to Restricted SecuritiesHOWEVER, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such Initial Notes are not "restricted" within in the meaning Purchase Agreement in respect of Rule 144 under the Securities Act or (ii) there securities of such series may, so long as such security is an Effective Registration involving the Notes Shelf Registration with respect to the Initial Notes then in effect or the Initial Note as to which the a Restricted Securities Legend is sought to be removed has been disposed of Security, transfer such security only in accordance with the Notes Shelf Registration. Upon Section 3.05(b)(v) above. (i3) Notwithstanding any other provision of this Section 3.05, an initial purchaser named as such satisfactory evidence in the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the Temporary Regulation S Global Securities of that series held by it for one or more Restricted Securities of that series (including an interest in the Restricted Global Security of that series) upon delivery by such initial purchaser of instructions for such exchange substantially in the form of Annex F. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the principal amount of a Temporary Regulation S Global Security by the principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the principal amount of the Restricted Global Security and credit or cause to be credited to the account of such initial purchaser a beneficial interest in such Restricted Global Security having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Security was reduced upon such transfer or (iiB) notification by the Company to the Trustee of an Effective Registration with respect to the Initial Notes, the Trustee, at the direction of the Company, shall authenticate and deliver Initial Notes that do not bear the one or more Restricted Securities Legendin definitive form and in the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraph.

Other Exchanges. In the event that the Restricted a Global Security is exchanged pursuant to Section 2.8 for Securities in definitive registered form without interest coupons, pursuant to Section 2.10 prior to an Effective the effectiveness of a Shelf Registration Statement with respect to such Initial Notes Securities, such Securities may be exchanged for one another only in accordance with those such procedures that as are substantially consistent with the provisions of clauses clause (iiii) above. The Company shall use its best efforts to cause the Depositary to ensure that, until the expiration of the Restricted Period, beneficial interests in the Regulation S Global Security may be held only in or through accounts maintained at the Depositary by Euroclear or CEDEL (ivor 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; provided that this clause (2)(a)(v) above shall not prohibit any transfer or exchange of such an interest in accordance with clause (including the certification requirements thereof intended to insure that such transfers comply ii) or (iii) above. (a) Except in connection with a Shelf Registration Statement contemplated by and in accordance with the terms of the Registration Agreement, if Securities Act) and which may be from time to time adopted by the Company and the Trustee. If Initial Notes are issued upon the registration of transfer, exchange or replacement of Initial Notes Securities bearing the Restricted Securities LegendLegend set forth in Exhibit A hereto, or if a request is made to remove such Restricted Securities Legend on Initial Notesthe Securities, the Initial Notes Securities so issued shall bear the Restricted Securities Legend, or the Restricted Securities Legend shall not be removed, as the case may be, unless (i) there is delivered to the Company such satisfactory evidence, which may include an opinion of counsel licensed to practice law in the State of New York, as may be reasonably required by the Company Company, that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or, with respect to Restricted Securities, that such Initial Notes Securities are not "restricted" within the meaning of Rule 144 under the Securities Act or (ii) there is an Effective Registration involving the Notes Shelf Registration with respect Act. Upon provision to the Initial Notes then in effect or the Initial Note as to which the Restricted Securities Legend is sought to be removed has been disposed of in accordance with the Notes Shelf Registration. Upon (i) provision Company of such satisfactory evidence or (ii) notification by the Company to the Trustee of an Effective Registration with respect to the Initial Notesevidence, the Trustee, at the written direction of the Company, shall authenticate and deliver Initial Notes Securities that do not bear the Restricted Securities Legendlegend.

Other Exchanges. (1) In the event that the Restricted a Global Security or any portion thereof is exchanged pursuant to Section 2.8 for Securities other than Global Securities, such other Securities may in definitive registered form without interest coupons, prior to an Effective Registration such Initial Notes may turn be exchanged (on transfer or otherwise) for one another Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstanding) only in accordance with those procedures that are such procedures, which shall be substantially consistent with the provisions of clauses (i) through (ivvi) above and (viii) below (including the certification requirements thereof intended to insure that such transfers and exchanges of beneficial interests in a Global Security comply with Rule 144A, Rule 144 (if available) or Regulation S, as the Securities Actcase may be) and which any Applicable Procedures, as may be from time to time adopted by the Company and the Trustee. If Initial Notes are issued upon ; provided that except as permitted in (3) hereof, no beneficial interest in a Temporary Regulation S Global Security shall be exchangeable for a definitive Security until the expiration of the Restricted Period and then only if the certifications described in Section 201 shall have been provided in respect of such interest. (2) Subject to Section 201(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, exchange or replacement of Initial Notes bearing the Restricted Securities Legend, or if a request is made to remove such Restricted Securities Legend on Initial Notes, the Initial Notes so issued shall bear the Restricted Securities Legend, or the Restricted Securities Legend shall not be removed, as the case may be, unless (i) there is delivered furnish to the Company such satisfactory evidenceand the Trustee, which may include an opinion of counsel licensed to practice law appropriately completed certificate substantially in the State form of New YorkAnnex E and such other certifications, legal opinions or other information as they or either of them may be reasonably required by require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the Company that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions registration requirements of the Securities Act orAct; provided, with respect to Restricted Securitieshowever, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such Initial Notes are not "restricted" within in the meaning Purchase Agreement in respect of Rule 144 under the Securities Act or (ii) there securities of such series may, so long as such security is an Effective Registration involving the Notes Shelf Registration with respect to the Initial Notes then in effect or the Initial Note as to which the a Restricted Securities Legend is sought to be removed has been disposed of Security, transfer such security only in accordance with the Notes Shelf Registration. Upon clause (ivi) above. (3) Notwithstanding any other provision of this Section 305, an initial purchaser named as such satisfactory evidence in the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the Temporary Regulation S Global Securities of that series held by it for one or more Restricted Securities of that series (including an interest in the Restricted Global Security of that series) upon delivery by such initial purchaser of instructions for such exchange substantially in the form of Annex F. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the Amount Payable at Maturity of a Temporary Regulation S Global Security by the Amount Payable at Maturity of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the Amount Payable at Maturity of the Restricted Global Security and credit or cause to be credited to the account of such initial purchaser a beneficial interest in such Restricted Global Security having an Amount Payable at Maturity equal to the amount by which the Amount Payable at Maturity of the Temporary Regulation S Global Security was reduced upon such transfer or (iiB) notification by the Company to the Trustee of an Effective Registration with respect to the Initial Notes, the Trustee, at the direction of the Company, shall authenticate and deliver Initial Notes that do not bear the one or more Restricted Securities Legendin definitive form and in the aggregate Amount Payable at Maturity of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraph.

Other Exchanges. (a) In the event that the Restricted a Global Security or any portion thereof is exchanged pursuant to Section 2.8 for Securities other than Global Securities, such other Securities may in definitive registered form without interest coupons, prior to an Effective Registration such Initial Notes may turn be exchanged (on transfer or otherwise) for one another Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then Outstanding) only in accordance with those procedures that are such procedures, which shall be substantially consistent with the provisions of clauses subclauses (i) through (ivvi) above and this subclause (vii) of Section 305(3)(E) (including the certification requirements thereof intended to insure that such transfers of beneficial interests in a Global Security comply with Rule 144A, Rule 144 or Regulation S, as the Securities Actcase may be) and which any Applicable Procedures, as may be from time to time adopted by the Company Issuer and the Capital Markets Trustee. If Initial Notes are issued upon , provided that, except as permitted in subclause (B) of clause (3) of this Section 305 hereof, no beneficial interest in a Temporary Regulation S Global Security shall be exchangeable for a definitive Security until the transferexpiration of the Distribution Compliance Period and then only if the certifications described in Section 201 have been provided in respect of such interest. (b) Notwithstanding any other provision of this Section 305, a lead underwriter or initial purchaser may exchange beneficial interests in a Temporary Regulation S Global Security held by it for one or replacement of Initial Notes bearing the more Restricted Securities Legend, or if (including an interest in a request is made to remove Restricted Global Security) only after delivery by such Restricted Securities Legend on Initial Notes, the Initial Notes so issued shall bear the Restricted Securities Legend, or the Restricted Securities Legend shall not be removedunderwriter and initial purchaser, as the case may be, unless of instructions for such exchange of an appropriately completed certificate substantially in the form set forth in or contemplated by Section 313(7). Upon receipt of the instruction described in the preceding sentence, the Capital Markets Trustee shall instruct the U.S. Depository to reduce the principal amount of a Temporary Regulation S Global Security by the principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either the Capital Markets Trustee shall (ia) there is delivered instruct the U.S. Depository to increase the principal amount of the Restricted Global Security and credit or cause to be credited to the Company such satisfactory evidence, which may include an opinion of counsel licensed to practice law in the State of New York, as may be reasonably required by the Company that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions account of the Securities Act or, with respect lead underwriter and initial purchasers a beneficial interest in such Restricted Global Security have a principal amount equal to Restricted Securities, that the amount by which the principal amount of the Temporary Regulation S Global Security was reduced upon such Initial Notes are not "restricted" within the meaning of Rule 144 under the Securities Act transfer or (iib) there is an Effective Registration involving the Notes Shelf Registration with respect to the Initial Notes then in effect or the Initial Note as to which the Restricted Securities Legend is sought to be removed has been disposed of in accordance with the Notes Shelf Registration. Upon (i) provision of such satisfactory evidence or (ii) notification by the Company to the Trustee of an Effective Registration with respect to the Initial Notes, the Trustee, at the direction of the Company, shall authenticate and deliver Initial Notes that do not bear the one or more Restricted Securities Legendin the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this subclause (b).

Other Exchanges. (1) In the event that the Restricted a Global Security or any portion thereof is exchanged pursuant to Section 2.8 for Securities other than Global Securities, such other Securities may in definitive registered form without interest coupons, prior to an Effective Registration such Initial Notes may turn be exchanged (on transfer or otherwise) for one another Securities that are not Global Securities or for beneficial interests in a Global Security (if any is then outstanding) only in accordance with those procedures that are such procedures, which shall be substantially consistent with the provisions of clauses (i) through (ivvi) above and (viii) below (including the certification requirements thereof intended to insure that such transfers and exchanges of beneficial interests in a Global Security comply with Rule 144A, Rule 144 (if available) or Regulation S, as the Securities Actcase may be) and which any Applicable Procedures, as may be from time to time adopted by the Company and the Trustee. If Initial Notes are issued upon ; provided that except as permitted in (3) hereof, no beneficial interest in a Temporary Regulation S Global Security shall be ex- changeable for a definitive Security until the expiration of the Restricted Period and then only if the certifications described in Section 2.01 shall have been provided in respect of such interest. (2) Subject to Section 2.01(d), in connection with a transfer of a Restricted Security or of an interest therein to an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, exchange or replacement of Initial Notes bearing the Restricted Securities Legend, or if a request is made to remove such Restricted Securities Legend on Initial Notes, the Initial Notes so issued shall bear the Restricted Securities Legend, or the Restricted Securities Legend shall not be removed, as the case may be, unless (i) there is delivered furnish to the Company such satisfactory evidenceand the Trustee, which may include an opinion of counsel licensed to practice law appropriately completed certificate substantially in the State form of New YorkAnnex E and such other certifications, legal opinions or other information as they or either of them may be reasonably required by require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the Company that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions registration requirements of the Securities Act orAct; provided, with respect to Restricted Securitieshowever, that the purchaser of a Certificated Security directly from the initial purchaser thereof named as such Initial Notes are not "restricted" within in the meaning Purchase Agreement in respect of Rule 144 under the Securities Act or (ii) there securities of such series may, so long as such security is an Effective Registration involving the Notes Shelf Registration with respect to the Initial Notes then in effect or the Initial Note as to which the a Restricted Securities Legend is sought to be removed has been disposed of Security, transfer such security only in accordance with the Notes Shelf Registration. Upon clause (ivi) above. (3) Notwithstanding any other provision of this Section 3.05, an initial purchaser named as such satisfactory evidence in the Purchase Agreement in respect of the Securities of a series may exchange beneficial interests in the Temporary Regulation S Global Securities of that series held by it for one or more Restricted Securities of that series (including an interest in the Restricted Global Security of that series) upon delivery by such initial purchaser of instructions for such exchange substantially in the form of Annex F. Upon receipt of the instruction described in the preceding sentence, the Trustee shall instruct the Depositary to reduce the principal amount of a Temporary Regulation S Global Security by the principal amount of the beneficial interest in such Temporary Regulation S Global Security to be so transferred and either (A) the Trustee shall instruct the Depositary to increase the principal amount of the Restricted Global Security and credit or cause to be credited to the account of such initial purchaser a beneficial interest in such Restricted Global Security having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Security was reduced upon such transfer or (iiB) notification by the Company to the Trustee of an Effective Registration with respect to the Initial Notes, the Trustee, at the direction of the Company, shall authenticate and deliver Initial Notes that do not bear the one or more Restricted Securities Legendin definitive form and in the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Security to be so transferred, pursuant to the instructions described in the first sentence of this paragraph.

Other Exchanges. In the event that the Restricted Global --------------- Security is exchanged pursuant to Section 2.8 for Securities in definitive registered form without interest coupons, prior to an Effective Registration such Initial Notes may be exchanged for one another only in accordance with those procedures that are substantially consistent with the provisions of clauses (i) through (iv) above (including the certification requirements thereof intended to insure that such transfers comply with the Securities Act) and which may be from time to time adopted by the Company and the Trustee. If Initial Notes are issued upon the transfer, exchange or replacement of Initial Notes bearing the Restricted Securities Legend, or if a request is made to remove such Restricted Securities Legend on Initial Notes, the Initial Notes so issued shall bear the Restricted Securities Legend, or the Restricted Securities Legend shall not be removed, as the case may be, unless (i) there is delivered to the Company such satisfactory evidence, which may include an opinion of counsel licensed to practice law in the State of New York, as may be reasonably required by the Company that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act or, with respect to Restricted Securities, that such Initial Notes are not "restricted" within the meaning of Rule 144 under the Securities Act or (ii) there is an Effective Registration involving the Notes Shelf Registration with respect to the Initial Notes then in effect or the Initial Note as to which the Restricted Securities Legend is sought to be removed has been disposed of in accordance with the Notes Shelf Registration. Upon (i) provision of such satisfactory evidence or (ii) notification by the Company to the Trustee of an Effective Registration with respect to the Initial Notes, the Trustee, at the direction of the Company, shall authenticate and deliver Initial Notes that do not bear the Restricted Securities Legend.