Common use of Certificated Note to Certificated Note Clause in Contracts

Certificated Note to Certificated Note. If a Holder of a Certificated Note wishes at any time to exchange its interest for one or more Certificated Notes or to transfer such Certificated Note to a Person who wishes to take delivery thereof in the form of a Certificated Note, such holder may upon receipt by the Registrar of (A) a Holder’s Certificated Note properly endorsed for cancelation by such Holder or assignment to the transferee and (B) certificates substantially in the form of Exhibit B‑2, in the case of Secured Notes, or Exhibit B‑4, in the case of Subordinated Notes, and, in the case of ERISA Restricted Notes only, Exhibit B‑5 attached hereto executed by the Holder or transferee, as applicable, including in the case of a transfer that the transferee is either (1) a Qualified Purchaser and a Qualified Institutional Buyer (or, with the written consent of the Issuer, an Institutional Accredited Investor) that is obtaining such beneficial interest in a transaction exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction or (2) solely in the case of a Secured Note, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction, the Registrar shall cancel such Certificated Note in accordance with Section 2.9 (Cancellation), record the exchange and/or transfer in the Register in accordance with Section 2.5(a) (Registration, Registration of Transfer and Exchange) and upon execution by the Issuer and authentication and delivery by the Collateral Trustee, one or more corresponding Certificated Notes, registered in the names specified in the instructions described in clause (B) above in principal amounts designated by the holder and/or transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in such Certificated Note exchanged and/or transferred by the transferor), and in Authorized Denominations.

Certificated Note to Certificated Note. If a Holder of a Certificated Note wishes at any time to exchange its interest for one or more Certificated Notes or to transfer such Certificated Note to a Person who wishes to take delivery thereof in the form of a Certificated Note, such holder may upon receipt by the Registrar of (A) a Holder’s 's Certificated Note properly endorsed for cancelation by such Holder or assignment to the transferee and (B) certificates substantially in the form of Exhibit B‑2B-2, in the case of Secured Notes, or Exhibit B‑4B-4, in the case of Subordinated Notes, and, in the case of ERISA Restricted Notes only, Exhibit B‑5 B-5 attached hereto executed by the Holder or transferee, as applicable, including in the case of a transfer that the transferee is either (1) a Qualified Purchaser and a Qualified Institutional Buyer (or, with the written consent of the Issuer, an Institutional Accredited Investor) that is obtaining such beneficial interest in a transaction exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction or (2) solely in the case of a Secured Note, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction, the Registrar shall cancel such Certificated Note in accordance with Section 2.9 (Cancellation), record the exchange and/or transfer in the Register in accordance with Section 2.5(a) (Registration, Registration of Transfer and Exchange) and upon execution by the Issuer and authentication and delivery by the Collateral Trustee, one or more corresponding Certificated Notes, registered in the names specified in the instructions described in clause (B) above in principal amounts designated by the holder and/or transferee (the 101 aggregate of such principal amounts being equal to the aggregate principal amount of the interest in such Certificated Note exchanged and/or transferred by the transferor), and in Authorized Denominations.

Certificated Note to Certificated Note. If a Holder of a Certificated Note wishes at any time to exchange its interest for one or more Certificated Notes or to transfer such Certificated Note to a Person who wishes to take delivery thereof in the form of a Certificated Note, such holder may upon receipt by the Registrar of (A) a Holder’s 's Certificated Note properly endorsed for cancelation by such Holder or assignment to the transferee and (B) certificates substantially in the form of Exhibit B‑2B-2, in the case of Secured Notes, or Exhibit B‑4B-4, in the case of Subordinated Notes, and, in the case of ERISA Restricted Notes only, Exhibit B‑5 B-5 attached hereto executed by the Holder or transferee, as applicable, including in the case of a transfer that the transferee is either (1) a Qualified Purchaser and a Qualified Institutional Buyer (or, with the written consent of the Issuer, an Institutional Accredited Investor) that is obtaining such beneficial interest in a transaction exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction or (2) solely in the case of a Secured Note, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction, the Registrar shall cancel such Certificated Note in accordance with Section 2.9 (Cancellation), record the exchange and/or transfer in the Register in accordance with Section 2.5(a) (Registration, Registration of Transfer and Exchange) and upon execution by the Issuer and authentication and delivery by the Collateral Trustee, one or more corresponding Certificated Notes, registered in the names specified in the instructions described in clause (B) above in principal amounts designated by the holder and/or transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in such Certificated Note exchanged and/or transferred by the transferor), and in Authorized Denominations. (e) Eligible Purchasers and Transferees of Subordinated Notes. The Subordinated Notes may only be sold or transferred to Persons that are both (i) (A) Qualified Institutional Buyers or (B) with the written consent of the Issuer, Institutional Accredited Investors and (ii) Qualified Purchasers; provided that, for the avoidance of doubt, the Subordinated Notes may not be offered or sold pursuant to Regulation S and may only be purchased by or transferred to United States persons (for U.S. federal income tax purposes). Subordinated Notes in the form of Global Notes may not be acquired by or transferred to Benefit Plan Investors or Controlling Persons, other than in the case of an Subordinated Notes acquired on the 2023 Closing Date from the Issuer or the Initial Purchaser where such Benefit Plan Investor or Controlling Person has provided a representation letter to the Issuer certifying as to its status as a Benefit Plan Investor or a Controlling Person.