Common use of Restricted Note Clause in Contracts

Restricted Note. Upon receipt by the Registrar at its office in Amsterdam of (1) instructions given in accordance with the procedures of Euroclear or Cedel, to the extent applicable, from or on behalf of a beneficial owner of an interest in this Note directing the Registrar to credit or cause to be credited a beneficial interest in the Restricted Note in an amount equal to the beneficial interest in this Note to be exchanged or transferred, (2) a written order given in accordance with the procedures of Euroclear or Cedel, as the case may be, containing information regarding the account with Eurooclear or Cedel to be credited with such increase and the name of such account, and (3) prior to or on the 40th day after the later of the commencement of the offering of the Notes and the closing date for the Notes (the "Restricted Period"), a certificate in the form of EXHIBIT 3 given by the holder of such beneficial interest and stating that the person transferring such interest in this Note reasonably believes that the person acquiring such interest in such Restricted Note if a Qualified Institutional Buyer (as defined in Rule 144A) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or any other jurisdiction, the Registrar shall promptly deliver appropriate instructions to Euroclear or Cedel, or their nominee, or the custodian for Euroclear or Cedel, as the case may be, to reduce or reflect on its records a reduction of this Note by the aggregate principal amount of the beneficial interest in this Note to be exchanged or transferred, and the Registrar shall promptly deliver appropriate instructions to Euroclear or Cedel, or their nominee, or the custodian for Euroclear or Cedel, as the case may be (to the extent applicable), concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Restricted Note by the aggregate principal amount of the beneficial interest in this Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in such Restricted Note equal to the reduction in the principal amount of this Note. After the expiration of the Restricted Period, the certification requirements set forth in clause (3) of the second sentence of this paragraph no longer apply to such transfers. [In case of a definitive note held through Euroclear or Cedel, the foregoing language may be appropriately modified.] Any beneficial interest in this Note that is transferred to a person who takes delivery in the form of an interest in the Restricted Note will, upon transfer, cease to be an interest in this Note and become an interest in the Restricted Note and, accordingly will thereafter the subject to all transfer restrictions and other procedures applicable to beneficial interests in such Restricted Note for as long as it remains such an interest.